Tangled Up In Evolution
by Rider Paladin
Summary: Title changed. A splinter faction of S.H.I.E.L.D. enlists Norman Osborn, superstar of the superhuman arms race, to lead the Thunderbolts Initiative against the X-Men. Fortunately for the X-Men, a figure from Osborn's past comes to help out against him.
1. Prologue: Assembling the Team

"X-Men/Spider-Man:

Tangled Up In Evolution"

Prologue: "Assembling the Team"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Animation Studios. Spider-Man also belongs to Marvel Comics and the various movie and animation studios Marvel cooperates with to put out film and TV adaptations of his adventures. I have nothing to do with Marvel Comics or Marvel Animation Studios or anyone else that might have dipped their fingers into the narrative wells of X-Men and Spider-Man; I'm just a humble fan trying to tell a story that I'd like to see.

Author's note: Agent-G, this one's for you! Seriously, I was inspired by your "Spider-X" series, and I want to do my own X-Men/Spider-Man story here. Shout-outs to fellow authors aside, I must mention a few key details to this story. One, this takes place a year after the X-Men: Evolution finale. Two, Spider-Man's history here is a hodgepodge of 616 canon, Ultimate Marvel canon, and movie canon, so don't expect everything to be exactly as you know it from any of the above. Now that that's out of the way, let's rock!

* * *

"_Mr. Osborn, a Ms. Hand is here to see you."_

A strong hand belonging to an equally imposing man with close-cropped dark auburn hair pressed the intercom button. "Send her in."

"_Yes, Mr. Osborn."_

Soon enough, a dark-haired, bespectacled woman dressed in a black business suit entered the office for the CEO of Oscorp, and that CEO was none other than Norman Osborn. The imposing man looked up at her, noticing the red streak in her otherwise black hair. The look in her eyes, one of cold determination, interested him greatly. He smiled tightly at her.

"Ms. Hand, I presume?"

"Yes," the woman replied, smiling slightly.

"What brings you here?" Osborn asked.

"You've caught the attention of some of us over in S.H.I.E.L.D.," Ms. Hand answered. "There are certain projects of yours that have our interest. Our very deep interest."

"What projects would those be?" Osborn asked coolly, albeit with a tinge of harshness.

"Your biochemical amplification projects," Ms. Hand replied. "We've already seen the results of at least one of those projects, and I'm sure you know what I'm talking about."

Osborn knew what she was talking about: the very special Project OZ. Mixing the chemical with his human biology had sharpened his mind, along with the pleasant side effect of reinforcing his body and accelerating his synapses, making him stronger, faster, and tougher than he'd ever been. With the power that he now commanded, he could truly be a force to be reckoned with!

Or so he'd thought. Oh, he'd crushed many of his corporate rivals and brought Oscorp to new heights as the most profitable weapons manufacturer in the world. He'd even made himself the U.S. military-industrial complex's top man in devising counters to transhuman terrorists like Magneto's flunkies. But the one foe he'd never been able to crush . . . was a child who ran around in red-and-blue tights and patterned himself after a spider, a child who owed what little power he thought he had to _him._

"Well, Mr. Osborn?" Ms. Hand interrupted his reverie.

"What do you intend to do with my projects?" Osborn asked. "Have you come to shut me down or something like that?"

"No," Ms. Hand denied. "Perish the thought. We would like to give you the means to do even bigger, even better. All we ask in return is that you head up a special operation for us."

"What does Fury have to say about this?" A sneer could be heard in Osborn's tone.

"Fury's gone soft. He has nothing to say about this because he does _not_ know. We've gone to great lengths to keep his nose out of it," Ms. Hand answered coldly. "He might not want to see it, but we know all too well that the continued presence of transhuman life will ultimately prove dangerous to humanity's standing as the dominant species. Of course, unlike idiots like Trask and Kelly, we don't believe they need to be eradicated . . . merely put to good use."

"What are you saying?" Osborn asked, a tone of intrigue entering his voice.

"I'm saying that certain measures need to be taken, and we believe you're a man who understands what those measures are," Ms. Hand replied. "Plus, you understand the personal stakes, given what befell your son and his girlfriend on account of one web-slinging menace."

Osborn's steely glare warned her not to go any further with that statement, lest she lose her head. Knowing what chemicals ran through Osborn's bloodstream and the power they gave him, she had reason to suspect he could behead her with his bare hands. After a moment, though, he seemed to regain his composure.

"I know quite well," he said. "What would I be doing in this operation?"

"We call it . . . 'Justice Like Lightning,'" Ms. Hand replied. "And you're going to acquire a very special girl for us."

"Very special, you say?" Osborn asked. "What is she, a blonde?"

"No, brunette," Ms. Hand answered. "Although if your tastes run that way . . ."

"Never mind," Osborn cut her off. "Just tell me who and what she is."

"Weapon X23," Ms. Hand replied, "currently known as Laura Logan."

* * *

By the time a full week had passed, Norman Osborn had acquired a list of potential candidates for Operation: Justice Like Lightning. One was already automatically assigned to him, anyway, as per the terms set by that particular faction of S.H.I.E.L.D. The others, he was free to choose, and he already had one he knew would be useful to him. He hadn't been grooming her for nothing, after all.

In a special medical facility, a blond man was being strapped into a metallic harness. He was almost completely naked, save for a pair of dark boxer briefs, exposing the lean muscle that made up much of his body. Once he was secured and the harness had been raised and overturned so he was facing the floor, the doctors withdrew from the chamber and went to the monitor room.

"Now, Mr. Blonsky, we're going to administer the solution in a gaseous form," the doctor explained. "Your position is to make sure you don't make a mess of yourself while your body is adjusting to the process."

"Just get on with it," Emil Blonsky, career soldier and lifetime fighter, snarled.

"Do as the man wishes," the head doctor ordered.

Immediately, the greenish gas began to filter into Blonsky's chamber. Blonsky breathed in the gas as it thickened inside his chamber. He felt an electric surge throughout his entire body – his muscles, his nerves, his very senses were on fire! He'd never felt anything like this before, and frankly . . . he liked it.

All too soon, the feeling died down, but he could tell it wasn't temporary. He now felt like a sleeping beast, relaxed and calm for the moment but ready to spring should an appealing target wander by. As the gas cleared away, he could see much more clearly than he ever had. Not that he was someone who'd ever needed glasses, but now he would _never_ need glasses, not considering how he was reading all those doctors' nametags from the distance he was at.

One of those doctors was coming into his chamber right now, and once inside he turned the harness over so that Blonsky was facing up again. Just as the doctor was about to unbuckle Blonsky, the soldier ripped one arm free by himself and grabbed the doctor's arm.

"No, thank you. I'm perfectly capable of getting myself out."

* * *

Inside the scientific facility-slash-Supermax prison Project: Pegasus, Victoria Hand strode over to a cell door that was almost completely blank save for a small glowing window. "You're the Living Laser, aren't you?"

"What's it to you, lady?" the voice on the other side asked.

"Here's a deal for you," Hand replied. "Freedom for you, services for my employer."

"So I become somebody else's mook again?" Living Laser asked. "Screw that. I'd rather rot here."

"No, you're not going to become a mook, as you so colorfully put it," Hand denied. "You're going to become a hero."

"A hero, huh?" the Living Laser repeated. "Tell me more, lady."

* * *

Inside the Vault, a much more straightforward prison facility for super-powered criminals, a dark-skinned young man with off-white hair sat in his cell. His real name was Aaron Chord, but he went by the creative appellation, "Midnight's Fire." A "transhuman of uncertain origin," his abilities lay mainly in his superhuman physical prowess and contact electrokinesis.

In his view, his only crime was trying to save his neighborhood from itself by uniting the local gangs under his leadership so they wouldn't slaughter each other in the streets where innocent children played. The law viewed it somewhat differently, as he'd engaged in "criminal conspiracy" and acted with "depraved indifference." The latter part was in regard to the cops that had been killed in the confrontation that landed him in lock-up.

"Visitor for Cell D-857639!" the guard shouted.

When Chord looked up, he saw that his visitor was a woman, green-eyed, dark-haired, and deceptively calm. "Who are you?" he asked.

"Lucia von Bardas," the woman replied. "And you must be Aaron Chord. Or do you prefer Midnight's Fire?"

Chord just glared at her. "What do you want?"

"I'm going to give you an opportunity," von Bardas replied. "A chance to set things right for you and your sister. All you have to do is work with my employer."

"Your employer? And who would that be?" Midnight's Fire inquired.

"S.H.I.E.L.D.," von Bardas answered. "And you, along with several others like yourself, will be our sword." This merely got her a dark stare from the white-haired man, so she went on. "And if that's not enough to sweeten the pot, we can help your sister walk again."

"Are you messing with me?" Midnight's Fire asked.

"No," von Bardas replied. "We have the technology. All you have to do is agree to join us."

"And my sister will walk again?" Chord asked, doing his best and yet failing to keep desperation out of his tone.

"Yes," von Bardas stated with a smile. "Are you in?"

* * *

Somewhere else in Project: Pegasus, a young blonde woman whose arms and legs were chained to her cot was starting to wake up. This young woman was Karla Sofen, once a promising graduate student of psychology and now a confined super-criminal. What had caused the change?

Why, she'd stolen a moonstone of extraterrestrial origin from the science teacher, after turning his mind to mush with a few carefully placed words and then having him locked up for assaulting her. Turning on the waterworks had certainly helped; after all, a crying young girl was more easily believed than a "creepy old man."

At that moment, her eyes opened, glowing with power, and she ripped free of her restraints. After that, she ripped the adamantium IV needle out of her arm and sat up, swinging her legs around onto the floor. She stood up and smirked briefly. She was now a free woman.

Just before she could open the door, the door opened and a woman with short dark hair stepped through, followed by a contingent of armed and armored guards. "Hello, Miss Sofen. Enjoying your newfound wakefulness?"

"I am," Karla replied. "And I'd enjoy it a lot more if you got out of my way."

"I have an offer for you," the dark-haired woman stated.

"Talk quickly," Karla answered. "And keep it interesting."

"We're putting together a special team to deal with the rogues among the transhuman population," the woman explained. "Mutant terrorists like the Brotherhood and the X-Men, most importantly."

"Sounds like fun," Karla remarked. "But what does that have to do with me?"

"We want you to be part of it," the woman replied. "My employer reviewed your file, and believes that you'd be useful to him."

Karla smirked. "Who is this guy, and what does he want with me?"

"Norman Osborn, the director of Operation: Justice Like Lightning," the woman answered. "What do you say?"

"I say . . . forget about it," Karla replied, still smirking. She extended an increasingly luminescent hand, pointing it at the woman.

"You're gonna fight your way out?" the woman deduced. "Fine. But those guns aren't for show. There are adamantium bullets chambered in each and every one. Even your skin isn't tough enough for that. And then . . . you'll be asleep again. For good this time. You sure you want that?"

Karla's smirk grew colder. "Let her rip."

She unleashed a blast of photonic force on the woman and her guards, knocking them all out of the room . . . and blasting a giant hole where the door and much of the wall had been. With that out of the way, Karla immediately made a break for it, moving as fast as she could. To her surprise, the guards' armor was tougher than she thought, and she was immediately engulfed in a fusillade of bullets.

One of the guards got lucky, his bullet hitting her in the back of her leg. She fell on her outstretched hand and twisted around on it, ready to return fire, only to be hit by several more bullets. She collapsed completely, her twitches the only sign she was still alive. The dark-haired woman leading the guards walked over to her and turned her over, finding Karla's eyes were still open.

"Do you want to rethink my offer now?" she asked.

"Who are you?" Karla asked weakly.

"We're S.H.I.E.L.D.," the woman replied, "and you're going to be our sword. I'm Maria Hill. We'll be getting to know each other quite well."

Karla glared at Hill, maintaining her defiance even as she was beginning to lose consciousness. Her last gesture before completely passing out was to punch Hill in the face, managing to bloody her nose and lip if nothing else.

"Feisty girl, aren't you?" Hill remarked. "Very well."

* * *

In a completely white room with light reflecting off every surface, a scarred man sat curled up in the fetal position. He was disturbed only by the door opening, and even that wasn't really enough to draw his attention. The thing that drew his attention, though, was the presence of one Norman Osborn.

"What are you doing here?" the man asked.

"Max Coleridge," Osborn replied, smirking the whole time. "It's good to see you again, although these circumstances aren't so . . . joyous." He chuckled briefly. "Oh, well. You'll be out of here soon."

"What do you mean?" Coleridge asked.

"I mean, that you've been paroled," Osborn answered. "It's on the condition that you work for me and don't commit any more crimes . . . at least not the kinds of crimes that'll have certain self-righteous do-gooders knocking down our door."

"Work for you?" Coleridge asked.

"Yes, _Shroud,_ work for me," Osborn repeated in an almost mocking tone. "Not mere grunt work, mind you. No, you'll be representing me – along with six others I've recruited – for a very special project. You'll be a hero to millions, and all you'll have to do is clean up a little transhuman terrorism problem."

"You mean the mutants?"

"Yes, I mean the mutants."

"Why would I do that?"

"You mean freedom isn't good enough for you? Being a hero to millions isn't good enough for you?"

"I just want to know what I'm selling out for," Coleridge answered.

"Fine, follow me out of this room, and you'll find out," Osborn replied coolly.

* * *

The next day, Osborn was meeting Bolivar Trask, who seemed quite apprehensive. "Where's this operative you're forcing on me?" he asked bluntly.

"Right here," Trask replied, pulling aside a tarp to reveal what looked like an unconscious woman in armor that covered everything but her face. The armor was predominantly white, with silver, black, and red highlights, and her face was a lovely shade of dark tan and framed by long black hair.

"What is this, your idea of a joke?" Osborn interrogated. "Believe it or not, I'm not so low as to succumb to base urges like that."

"She isn't what you think she is," Trask answered brusquely. "She is the first of a new breed of Sentinel, combining human ability and skill with machine precision. She is the Omega of my Prime Sentinels."

"Ah, I heard something about your nifty new idea," Osborn remarked breezily. "Load up a human with nanotech-based cyberware and install a hunter program into their central nervous system, then set them loose among ordinary humans and program them to awaken as Sentinels when their hunter programs detect active mutants."

"It's more than just a 'nifty idea,'" Trask rejoined. "What it'll do is make it so that even those mutants that can pass for human will no longer have a hiding place even among humans, because among those humans are my Sentinels, lying in wait for them."

"Clever . . ." Osborn purred. He looked at the Omega-Prime Sentinel lying on the table. "Who was she before you got her?"

"Just a cop," Trask replied.

"Wake her up," Osborn ordered. "I want to know who and what I'm dealing with."

Trask silently awakened the Omega-Prime Sentinel, which was marked by her glowing red eyes snapping open. _"Omega-Prime Sentinel Unit-0001 is online. Unit-0001 detects no active mutants within immediate range. Do you wish Unit-0001 to expand range?"_

"No," Trask replied.

The Sentinel rose from her position and stood before Osborn and Trask, staring emptily past them after her systems had determined that they were no threat. Osborn looked at Trask. "I'll take her. And if she's everything you promised . . ."

Trask merely nodded, knowing what could happen to him if she wasn't. Osborn was not a man known for making idle threats.

* * *

When Osborn returned to his corporate headquarters, he found a feminine shadow lurking in wait. "Widow."

"Sir," an almost-ethereal voice came from the shadow.

"I trust no one's made trouble in my absence?"

"No one had the chance to make trouble. I made sure of that, sir."

Osborn strode over to the shadow, and there was just enough light near her for him to see that she had long white hair. "Good girl."

The shadow, none other than his Black Widow, kept her eyes averted from Osborn. "Thank you, sir."

Who had she been before Norman Osborn had entered her life? Nothing but a runaway, cast out by her own parents after they'd tired of her intractability and forced to survive on the streets. He'd found her in one of his rehab clinics, being slowly weaned off the drugs she'd dosed herself with to numb the pain of knowing her own family no longer wanted her. He'd offered her a better high . . . the high of power, and she'd taken it – hook, line, and sinker.

"I have a special job I need you to do," Osborn went on. "It'll require you to be in the public eye, but they won't find out who you really are. That's only for me. Can you do it for me?"

"I can, sir."

Osborn's demeanor became almost cheerful. "You've been so good to me. I really can't begin to thank you enough."

"There is no need to thank me, sir," the shadow answered.

"I know," Osborn admitted. "I insist, though. You _are_ a good girl, and I want you to know that I know that. By the way, your new costume is waiting for you in your barracks. Hopefully you'll like it."

"I like everything that comes from you, sir."

Osborn briefly stroked the shadow's hair. "Good. You can go now."

The shadow nodded obediently and departed, leaving Osborn alone with his thoughts. With a brief chuckle, he sat in his chair and pondered the coming days. If everything went according to plan, he could have more power than he'd ever dreamt of and have Spider-Man out of his way for good.

* * *

Just days later, inside a modest house in Bayville, a 16-year-old brunet boy with haunted eyes watched TV in the living room. No sooner had he channel-surfed over to one of the local news networks did he see seven costumed people. The one in the center was a man in a blue costume with red bracers, red-and-white-striped V-belt, red shoulder guards with white stars, and a white faceplate with a V-shaped indent.

On either side of the vaguely patriotically dressed man were three women and three men. One of the women was blonde and wore a skintight red suit with silver and gold highlights, plus an eye-mask with vaguely Nordic styling. Another was a brunette who wore white armor with silver, black, and red accents, and was most distinguished by her extremely stoic face. The third was in skintight dark purple with a silvery white spider symbol resembling a black widow spider stretched across her chest and silvery white web patterns covering her shoulders, outer sleeves, and mask, complete with ponytailed red hair sticking out of the top of the mask.

As for the men, one was dressed in a black costume that was rendered a luminescent blue by the light radiating from it and his face was also radiating light, blurring his features. Another was dressed completely in matte black, with no distinguishing features whatever, making him look like a living shadow. The third was a dark-skinned young man wearing a black jacket over dark blue clothes marked with phosphorescent electric patterns.

The young man looked on with interest, until he saw a very familiar and much hated figure take center stage and introduce the team. Barely managing to focus past the rage that welled up in him when he saw the man, he heard the words "Thunderbolts," "counterterrorism," and "mutant subversives." Then he heard the man introducing the Thunderbolts use the word "heroes for a new age" to refer to them, and something in him snapped.

_WHAT THE HELL?!?!_

"Peter, do you mind helping me clean the dishes?" a female voice asked.

Peter Parker breathed deeply to refocus himself before speaking. "Sorry, Aunt May, I just remembered I had something to do at the _Bugle._"

"Ok, but try to come home before curfew," May Parker, the young man's aunt, advised.

"Sure, Aunt May," Peter replied. He quickly dashed to his room, threw off his clothes to reveal a deep red-and-royal blue costume with webbed patterns on the red parts and a spider symbol on the chest. After loading cartridges into wrist bracers with palm triggers hidden under his gloves, he pulled on a red mask with web patterns and large, insect-like white lenses.

Peter, otherwise known as Spider-Man, was not in the best of moods. It was because of the man introducing the Thunderbolts, Norman Osborn, that his life had become what it was. It was because of Norman Osborn, alias the Green Goblin, that his own best friend hated him.

It was the Goblin's fault that the girl he'd loved was now lying comatose in a hospital bed with almost no chance of recovering. It was the Goblin's actions that had destroyed his relationship with the police and made Captain Jean DeWolff see him as another costumed menace to be put down. All that good work he'd done over the past year, pissed away by a madman who thought he was untouchable.

_Whatever you're trying, Norman, it's not gonna work,_ Spider-Man thought. _Not after what you've done, what you've taken, what you've ruined. You're not getting this. Not this time._

* * *

End Notes: There you have it. The Thunderbolts have been assembled, and contrary to what they're telling the public, X23 is their real objective. Why do they want her, and why is the Green Goblin in charge of Operation: Justice Like Lightning? Just what are Spider-Man and the X-Men going to do about it, and how long will it take for Nick Fury to figure out what's happening under his nose? Answers will be coming, so stay tuned for upcoming chapters, and be sure to kindly review, even if you don't review kindly. Thanks. Sayonara.


	2. Chapter 1: Hard Knocks for Spidey

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 1: "Hard Knocks for Spidey"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Studios. Spider-Man belongs to Marvel Comics, Marvel Studios, and Sony Productions. As I am not associated with Marvel or Sony in any way that allows me creative control over the characters and properties I'm using here, I make no material profit from this story and am only doing this for my personal satisfaction.

Author's note: Since the original first chapter was a little too dense and disjointed for new readers, I've decided to make it a prologue instead. The real first chapter here will introduce the X-Men to Spider-Man and vice versa, albeit first in their civilian identities. If you've gone back to read the new prologue, you'll now know that Spidey has a personal stake in dealing with the Thunderbolts, but whether that'll make him any more willing to work with the X-Men . . .

_

* * *

_

10 days earlier . . .

"I know it's hard for you to leave your friends, but I'm hoping this is going to be a new start for you," May Parker, a vivacious silver-haired woman, said to her nephew Peter, who sat glumly in the passenger seat of her car.

"It's ok, Aunt May," Peter answered. _Not like there's anything left for me back in the city, anyway._

As Peter got out of the car, his aunt called out to him, "Try to make at least one new friend today!"

"Sure, Aunt May, whatever you say!" Peter replied with a cheer he didn't really feel. Taking his backpack off the floor of the passenger side, he slung it over his shoulders and walked into the halls of Bayville High School. "New school, some new friends . . . should be easy as pie." He scoffed to himself. _Who am I kidding?_

* * *

When he picked up his locker assignment and class schedule, Peter couldn't help but take stock of the warning the attendant had given him. "Be careful in your AP courses. Some of _them_ are there, too."

"Some of 'them'?" he'd asked. "Who do you . . ." He paused. "Oh. Sure. Whatever."

Peter Parker was very aware of the mutant situation. He didn't consider himself that much different from them, due to the nature of his own abilities. Of course, that was something he kept tightly under wraps, not because of fear of being an outcast – he was already one – but because of the few remaining friends he'd endanger just by being exposed as Spider-Man.

He remembered the Apocalypse situation from last year. Granted, he didn't know much about it, only that it was some mega-powerful and seriously crazy mutant trying to _really_ shake things up, to put it lightly. Not knowing what was going on, he'd done what he did best: protect as many people as he could.

But no matter how hard he tried, he couldn't protect everyone. He knew that all too well, and what Osborn had done to _her_ had proven that beyond a shadow of a doubt. The worst part was that Osborn was still out there, free to scheme his way to whatever endgame he was thinking of, and the most Peter knew about _that_ was that it'd end with a lot of innocent people dead or ruined.

Peter was so caught up in his thoughts of the man he loathed more than anything else that he didn't notice that he'd missed his locker by one digit. "Damn it . . . why won't it open . . . ?" he muttered.

"Maybe because that's my locker," a peppy girl's voice replied.

Peter whipped around out of sheer surprise, seeing a petite girl with long brown hair in a ponytail, blue eyes, and wearing a turquoise peasant top and black jeans with strap-fastened sandals. "Hey, sorry. Didn't know this was yours." He looked briefly at his sheet and slapped his forehead in annoyance. "Mine's the locker next to yours." He chuckled self-deprecatingly. "Sorry."

"It's all right," the girl replied amiably. "I know all about first-day jitters."

"Yeah," Peter said. "I'm Peter. Peter Parker."

"The guy who takes photos for the _Daily Bugle's_ superhero blog?" the girl asked.

"Yeah, that's me," Peter admitted. "How about you?"

"Kitty Pryde," the girl introduced herself.

"_The_ Kitty?" Peter asked.

Kitty blushed, particularly at the unintended innuendo. "Depends. Where do you know me from?"

"The X-Men."

"Oh . . . you know about that."

"It's actually pretty cool," Peter said. "I'm a big fan."

"Really?" Kitty asked.

"Yeah," Peter insisted. "I just think it's pretty stupid to be scared of people just because they can walk through walls or lift things with their minds."

Kitty chuckled. "Those powers can be scary in the wrong hands, though. Still don't like it, though."

Just then, a trio of well-dressed, well-coiffed girls came up to Peter and Kitty. "If it isn't Pretty Freaky Kitty," the leader of the posse mocked.

"You should stay away from her," another of the girls said to Peter. "She's got mutie germs."

"No, I think I'd rather stay away from you," Peter retorted. "Who knows what germs _you_ have?"

"Don't lump us in with _her!_" a third girl answered shrilly. "We're normal!"

"Normal's overrated," Peter responded coolly.

"Oh, I get it," the posse leader sneered. "You're a mutie banger."

"And so what if I am?" Peter asked mockingly. "Powers can make that kind of interaction a lot more interesting. And I wouldn't be bored with her like I'd probably be with you."

The posse leader's cronies made a long "ooh" noise that Peter knew all too well translated from bimbo into, "You just pissed off the queen bee; you are _so_ dead." The posse leader herself made a high-pitched yet guttural sound of infuriation.

"Whoever you are, you little mutie banger, you're so over!" she yelled.

Peter looked at his schedule. "Hey, I've got my first-period class with Ms. Whitman."

"That's mine, too," Kitty said. "AP Chemistry."

"Cool," Peter replied. "Mind if I walk you there?"

"It would be my pleasure, Mr. Parker," Kitty answered gallantly.

"Then let's be off, Ms. Pryde," Peter said. Arm in arm, the two teens walked away from the posse and into their first class of the day.

* * *

It was only a few short periods later that Peter was confronted in the hall by a group of boys who, if Peter judged by the letterman jackets they wore, were part of the school football team. "Something I can help you with?" he asked sarcastically.

"Think you're funny, mutie banger?" the boy in the center, probably the quarterback, asked tauntingly.

"Funnier than you," Peter replied.

The presumed quarterback cocked his fist. "Let's see how funny you are after I put your teeth down your throat, smartass."

"I really object to the term 'mutie banger,'" Peter said with sarcastic aplomb. "For one thing, the word 'mutie' in and of itself is degrading. Those happen to be fellow human beings that feel pain and joy and love and other nifty human things that aren't quite limited to us norms. For another . . ."

Just then, the quarterback swung at Peter and Peter flattened himself against the lockers to avoid the punch, playing it off like a frightened instinctive dodge. "Man, you've got anger problems," Peter remarked, panting heavily to further the impression that he was shocked by the boy's aggression. "Something I said?"

"Hey, somebody hold this punk down!" the quarterback yelled, grabbing Peter's shirt. "I don't want him moving again!"

"You know, I'm already outnumbered," Peter observed. "Do you have to tilt the playing field that much?"

Just then, a slightly scratchy girl's voice, tinged with a Southern accent, spoke up. "Hey! Leave him alone!"

The football players and Peter turned to see a pale, curvy auburn-haired girl with a white streak in her hair and dressed in a green mesh top over a black tank top and leather skirt with black stockings and black boots and gloves. Speaking of those gloves, she looked like she was on the verge of taking one of them off.

"You can't use your powers here, freak," one of the football players snapped.

"Who says I need them?" the girl asked, her mascara-ringed gray-green eyes narrowed with anger. "You're just a bunch of punks trying to beat on a helpless kid. Can't be that tough."

Just as a more foolhardy player was about to advance on the pale girl, another girl, this one smaller and brunette with caramel skin and hard green eyes, stepped forward. Peter took one good look at her and his first impression was: _I wouldn't want to meet her in a dark alley._

The posse of football players seemed fairly intimidated themselves, despite their best efforts to try to hide it. Unlike Kitty and the auburn-haired girl, this small brunette had a deadly temper and had very little regard for the rules, formal and informal, that governed high school. Everybody knew she was dangerous, and even the most anti-mutant teachers and students considered it suicide to earn her wrath.

"Fine, Stripes, Claws," the quarterback said, roughly letting go of Peter. "You win. For now, anyway. But you're gonna get yours. We ain't gonna tolerate you freaks stinking up our school forever."

"Fine, we ain't gonna tolerate losers like you, either," the auburn-haired girl retorted.

The football players quickly got lost, leaving Peter with the two girls not-so-affectionately nicknamed "Stripes" and "Claws." "Thanks," he said. "You two really saved my ass there."

"You're Kitty's friend, right?" the auburn-haired girl asked.

"Yeah, I suppose," Peter confirmed. "You two friends of hers?"

"Yeah," the auburn-haired girl replied. "Call me Rogue, and Little Miss Badass is Laura."

"Wow, you call yourself Rogue even in class?" Peter wondered, genuinely surprised; he couldn't imagine himself going by "Spider" even in civilian guise, but that was because he worried about his secret identity getting blown.

"I don't like people knowing my real name, ok, pal?" Rogue answered sharply.

"Sure . . ." Peter conceded. "I'm Peter. Nice to meet you. Thanks for bailing me out of there."

"No problem," Rogue replied.

"What class are you headed to?" Peter asked.

"Why do you want to know?" Laura asked, her tone surprisingly gruff for a voice belonging to a teenage girl.

"Just curious," Peter replied offhandedly. "Friends of Kitty's, as far as I'm concerned, are friends of mine."

"You sure about that?" Rogue asked. "Because you hang with us, and you might as well be signing your own social death warrant."

"Already done," Peter shot back laconically. "But why so determined to chase me away?"

"You seem like a nice guy," Rogue replied. "I don't wanna see nothing happen to you, is all."

"And you two are pretty nice girls," Peter responded. "I wouldn't like seeing anything happen to you, either."

"Trust me, it comes with the territory," Rogue said.

"Well, I'll see you at lunch," Peter said, gathering his things and heading for his next class.

As Peter walked away, Rogue and Laura watched him closely. Sparing a look at Laura, Rogue saw a look of intense suspicion on her face. "What's wrong?" she asked the younger girl.

"He smells wrong," Laura replied. "And he moves wrong, too. It's too fluid, too smooth."

"Could be just a guy who takes martial arts," Rogue suggested. "But he feels a little off to me, too. C'mon, we're gonna be late for class."

* * *

The lunch hour came around, and Peter was looking for Kitty. She was the first friendly face he'd seen in this school, and it didn't matter to him that she was a mutant. He spotted her quickly enough, along with Rogue and Laura, plus a few boys. One of the boys was blond with a spiked orange streak in his hair and a stainless steel earring, another had light brown hair, a third had blond hair with slightly shaggy bangs, and a fourth had blue-black hair.

Kitty spotted Peter as well, and waved him over. Peter jogged over to her table as carefully as he could, ignoring the "mutie lover" whispers that dogged his path. Taking a seat at the table, he said, "Hi, Kitty, Laura, Rogue. Thanks for inviting me over."

"It was Kitty's idea," Rogue said.

"So, who are you?" the boy with the earring asked bluntly.

"Peter. Peter Parker."

"The guy who takes those pictures for the _Bugle's_ superhero blog?" the boy with the earring asked.

"I'm kinda infamous, aren't I?" Peter mused sheepishly.

"Yeah," the boy with the shaggy hair admitted. "But it could be worse. You could be us."

_You have no idea,_ Peter thought. Aloud, "So, I know Kitty, Laura, and Rogue, but I haven't met you guys yet."

"You're in my history class," the brown-haired boy responded. "I'm Bobby Drake. These are my pals Ray, Sam, and Kurt."

"Hey," Ray, the boy with the orange streak, grunted.

"Howdy," Sam, the shaggy-haired boy, greeted amiably.

"What's up?" Kurt, the bluish-haired boy, greeted jovially.

"Hey," Peter answered.

"If you're smart, you'll get away from us as fast as you can," Ray growled.

"Why's that?" Peter asked.

"Every flatscan that's tried to be our friend only ends up pulled out of school by their parents or in a hospital bed thanks to some punks who can't grasp the idea of 'tolerance,'" Ray replied. "Trust me, you're better off staying as far away as possible."

"I thought your professor wanted to foster more peaceful relations between humans and mutants," Peter said. "How's that supposed to work if you chase off every human that at least tries to make friends?"

"It doesn't work," Ray replied cynically. "Xavier's a good guy, but he's got rose-colored glasses on when it comes to normal humans. If they can find stupid excuses to kill each other, you think people like us are gonna be treated any better?"

"You're starting to sound like Magneto," Kurt said.

"I know he's a bad guy, but . . . I dunno, it's just frustrating," Ray admitted. He turned to Peter. "What makes you any different from those other human kids that tried to be our friends?"

"Can't say," Peter replied, "but how's about giving peace a chance?"

Just then, four girls and two boys came over. One of the boys had short blond hair and was about average in looks. The other had short brown hair and was also rather short for his age. One of the girls had short blonde hair and slightly rouged cheeks.

Another of the girls was brunette, very tan, and dressed in a white jacket over a pink shirt. The third girl had dark hair and Oriental features, along with a long yellow jacket over her clothes, and the fourth was dark-skinned and dressed in red and black.

"So, who's the newbie?" the blonde girl asked. "He's kinda cute."

"His name's Peter," Kitty replied. "He's a transfer student."

"Yeah," Peter confirmed. He smiled goofily. "Nothing special about me at all."

"You're too modest, Pete," the blonde commented. "I'm Tabitha. These are my girls Amara, Jubilee, and Amanda. My boys here are Doug and Jamie."

"Um, are you all in the Xavier Institute, too?" Peter asked.

"I'm not," Amanda, the dark-skinned girl in red and black, admitted sheepishly. "But I am dating one." She smiled lovingly at Kurt, who smiled back and gently grasped her hand.

Peter didn't miss the look of annoyance Ray gave to Amanda and Kurt, nor did he miss the look of slight wistful jealousy Tabitha gave the couple. "Um, do you guys mind me being here?" he asked.

"No, not at all," Doug replied. "I've seen you in my English courses. You're a nice guy."

"Thanks," Peter said.

"Hey, I know you!" Jamie exclaimed.

"What do you mean?" Peter inquired, momentarily afraid that Jamie knew he was Spider-Man.

"You're the guy that photographs Spider-Man for the _Bugle!_" Jamie uttered excitedly. "Have you actually talked to him?"

"Sometimes," Peter replied. "He's not that funny; he just thinks he is. But he's a good guy."

"Do you think he's a mutant?" Jamie asked.

"He hasn't said one way or the other," Peter answered. "He's very private about that, and about his personal life in general."

"So you don't know where he's been, where he got his powers, or who he's been dating?" Bobby asked. "Um, speaking of dating, what about the Black Cat? I heard she and Spidey were a hot item for a while."

"It didn't work out," Peter replied tersely.

Indeed, it hadn't. It had been fun in the beginning, but Peter had quickly tired of Cat's flightiness and inability to make a serious commitment. He'd wanted to make it work, be serious with her, and hopefully forge a real partnership with her, but apparently it was just about the fun and games for her. Not to mention she hadn't taken it too well when she found out he was really "just a kid" under the Spidey mask.

Yeah, his luck with girls was none too good, especially with what happened to . . . It still made Peter's heart ache to even think about that.

"You all right?" Jubilee, the Asian girl in the yellow jacket, asked him. "You look like you took that one kinda personally."

"I'm all right," Peter lied. "It just . . . dredged up some bad memories. I'll be ok. Thanks."

_

* * *

_

Tonight . . .

"I really don't know what to make of that guy," Kitty said.

"What do you mean?" Scott Summers, a.k.a. Cyclops, asked.

"Peter," Kitty replied. "He's a nice guy, but it's like he doesn't want to get close, and I can tell it's not because we're mutants. It's like there's something he doesn't want to tell anyone."

"And you care why, exactly?" Rogue asked. "You have Lance."

"_Had_ Lance," Kitty amended.

"On the outs again?" Scott asked. He sighed ruefully. "Kitty . . ."

"No, Scott, I don't want to hear it," Kitty cut in with resigned irritation. "Lance may be a jerk, but he's not a bad guy at all."

"He's still working for Mystique," Scott insisted.

"Gambit's still working for Magneto!" Kitty brought up.

"And I've already talked to Rogue about that," Scott added. "Honestly, I don't know what it is with you two and our enemies. Should I start wearing leather pants, grow stubble, and develop a bad attitude towards pretty much everything?"

Jean Grey, his longtime friend and presently girlfriend, chuckled inside Scott's head. _As much as I think you'd look good in leather, Scott, you might want to save that for some other time._

_Well, you looked even better than I would,_ Scott answered with an ironic grin.

_You're never going to let me live down the Bayville Sirens thing, are you?_ Jean remarked with good humor.

_What can I say? You look good in leather,_ Scott flirted back.

In the real world, Kitty and Rogue just looked at the "spaced-out" Scott with amused smiles. Rogue's smile vanished first, as she glared at Kitty. "What do you think you were doing, bringing up Gambit? He and I aren't a thing at all!"

"Really?" Kitty asked.

"And it's none of your business, anyway!" Rogue followed up.

"Fine, if I can date my boyfriend from the other side of the fence, so can you," Kitty conceded.

"You're not even dating him anymore, anyway," Rogue commented. "And there's _nothing_ between me and that swamp rat, period."

"Whatever you say, Rogue," Kitty answered.

"So what's up with you and Peter?"

"What do you mean? He's a sweet guy and he's the first human guy I've met that's got no problem with me being a mutant."

"He's not human," Laura growled. "I've seen him in gym class. He holds back."

Kitty and Rogue both jumped with surprise. "I am _never_ going to get used to that!"

Laura just stared stoically at the two older girls, as if there was nothing out of the ordinary in her behavior. "What do you want, Laura?" Rogue asked.

"Petey, that's what," Tabitha commented from the doorway. She looked at the still "spaced-out" Scott. "Is he talking to Jean again?"

"Yeah," Kitty replied.

"Jean must be getting her naughty on for once, for Scott to be grinning like that," Tabitha suggested with a smirk. "So, anyway, what's this about our favorite shuttergeek?"

"He's not human," Laura stated bluntly. "He holds back."

"Oh, you've noticed that, too?" Tabitha asked amusedly. "Yeah, he's got serious guns for someone who claims they're not good at physical stuff."

Just then, Scott zoned back in. "Maybe he just doesn't want to join any sports teams, so he holds back to keep them from getting interested in him."

"But why would he do that?" Tabitha asked. "High school sports pretty much get you in with the in-crowd, and your pick of the finest girls, too."

"Not if they find out where you actually got your skills," Scott replied. "Remember? They wouldn't let Jean on the team again after they found out about her being a mutant, even though she never actually used her powers once there. What happens to someone whose abilities _could_ give them an advantage on the field?"

"You think he's like us," Laura said.

"I've been meaning to talk with the Professor about that," Scott admitted. "If he is, he needs to know there's a place where he's welcome, where he won't be shunned for what he can do."

"Actually, Scott, I haven't been able to detect him with Cerebro," Professor Xavier admitted as he and Logan entered the living room. "It _has_ detected an anomalous presence, but nothing conclusively pointing towards the presence of an X-gene. This isn't anything unusual; since the situation with Apocalypse, there have been increasing reports of those who've gained advanced abilities through external means."

"Yeah, and a lot of those people got theirs from the same place I got these," Logan added, unsheathing three long claws from between the knuckles of his fist. "Or at least had the same general idea."

"Inducing mutation in normal humans to grant advanced abilities has been of interest to a lot of governments since World War II," Xavier went on. "And with Captain America's reawakening ushering in the Avengers Initiative under S.H.I.E.L.D., that interest has escalated into a borderline cold war."

"Where everybody fights to prove that their 'ultimate soldier' is better than the other guys'," Logan remarked with sardonic grimness. "And in the process, a lot of lives get ruined."

"Yes," Xavier conceded with heavy regret. He paused suddenly.

"Professor?" Jean asked, coming in as well.

"We have an intruder," Xavier warned. "Prepare yourselves to deal with him."

"This guy must be pretty slick to get past the mansion's defenses without tripping them," Scott observed. "Who is he?"

"The anomalous presence I sensed earlier," Xavier answered. "Now go. There isn't much time."

The X-Men came together in the sublevels, donning their uniforms, which had been redesigned over the past year. The uniforms were now made out of a special pleather fabric that could stretch enough to conform to almost any body shape and had built-in impact dampeners. They were still rather comfortable, and now more colorful as a means of putting out a more reassuring public image. Laura, of course, still opted for her usual black, as did Logan.

Just as they were coming out to face their foe, their foe had come out in the open. Specifically, hanging from the ceiling by a thread of sticky web-like substance, and clad in a very familiar, albeit torn and somewhat dirty, red-and-blue costume.

"Is there a problem?" he asked.

Spider-Man had gotten into the deepest sublevels of the X-Mansion, the nerve center of the X-Men's operations. He could _not_ be allowed to leave.

* * *

End Notes: This, _mes amis,_ is the real first chapter of "Tangled Up In Evolution." Frankly, if I'd had any sense, I would have written this as the first chapter all along and done the original first chapter as a prologue. I've amended that mistake to a certain extent, but not quite in time to reassure those of you who might have gotten bad feelings about the preparation of this story. For that, I'm quite sorry, and I am hoping that you will all look upon this story more favorably than you might have been inclined to beforehand.

Anyway, the X-Men and Spider-Man have met twice now, first in their civilian identities and now in their costumed identities. Will this costumed meeting go well? Will Spider-Man be able to explain himself before Wolverine or X23 turns him into a shish kabob? Why _is_ Spider-Man here in the first place, and will the X-Men make the connection between him and Peter Parker? For the answers to those questions and others, read on and thanks for sticking around this time.


	3. Chapter 2: Confrontations and Suspicions

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 2: "Confrontations and Suspicions"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Studios. Spider-Man also belongs to Marvel Comics and Marvel Studios. I make no money whatsoever from this story, nor do I receive other material compensation for writing this. I'm only trying to tell a story I'd like to tell, and hoping that you'll appreciate my efforts.

Author's note: I'll admit that this story got off to a rough start. Introducing a whole bunch of characters that are likely to be somewhat unfamiliar to the audience will do that. But, I have assessed my plans for this story, with aid from reviewers pointing out where I went wrong or where I could have done better, not to mention suggestions from a special advisor, and I am determined to make this the best story I can. I only hope that you'll appreciate it.

In the meantime, Peter Parker has met the X-Men, and now it's time for Spider-Man to meet the X-Men. Just what does he want from the X-Men? What does it have to do with his longtime foe Norman Osborn, the current head of the Thunderbolts Initiative? And what in holy hell are the X-Men going to do about it all? For the answers to these questions and others, read on!

_

* * *

_

Earlier that night . . .

If Spider-Man had been in his right mind, he would have realized he needed to step back and plan out what he was going to do. Sadly enough, he wasn't in his right mind; seeing Norman Osborn parade his band of so-called "heroes" in front of the public was enough to have his vision consumed by red. Red, like the color of Gwen Stacy's blood after Norman Osborn, alias the Green Goblin, had gotten through with her. Spider-Man wasn't going to let Osborn get away with playing hero, not after what he'd done.

Unfortunately for him, he'd been spotted by the woman whose white armor overlaid her black-and-red skintight garb. She lifted an arm in his direction, and that arm morphed into a cannon that shot him out of the sky. As he plummeted, he began shooting webbing at the ground beneath him to cushion his fall. Bouncing off the impromptu cushion, Spider-Man threw himself into a flying kick to the apparent leader of the bunch, the one in the Captain America rip-off costume.

To his surprise, the Captain America rip-off drew a sword and swung it at him, which he barely dodged in time. Spider-Man back-flipped into the air, landing on the blade and proceeding to grind on it like a skateboarder to kick the wielder in the face. The Captain America rip-off didn't seem that fazed by Spider-Man's kick, catching the web-slinger by the leg and throwing him to the ground.

"Not bad, web-head," he remarked.

"Yeah, sure, I'm gonna take compliments from the Captain America rip-off," Spider-Man snapped back.

"It's Citizen V," the "Captain America rip-off" retorted.

"V? For what? Vendetta?" Spider-Man mocked.

As Spider-Man and Citizen V fought, Norman Osborn calmly played to his audience. "As you can see, my Thunderbolts are well capable of dealing with any manner of super-powered criminal menace . . . especially menaces like Spider-Man."

Spider-Man growled quietly and was contemplating attacking Osborn right there and forcing him to reveal what he truly was. Unfortunately, that moment of distraction was all Citizen V needed to get in a good slash with his sword. While the wall-crawler had jumped back just in time to avoid more serious injury, his suit now had a diagonal tear in the chest that was accompanied by a thin line of blood.

He didn't even have time to recover, as the armored woman's hand had reformed into the barrel of a submachine gun and was now unleashing a fusillade of bullets. Spider-Man dodged to the best of his ability, his spider-sense thrown into complete overdrive. His spider-sense only screamed worse in his head when somebody that looked like a walking shadow started jumping in and out of the darker corners to attack him.

_What the hell is going on here? What is this guy?_ Spider-Man wondered frantically.

As if things couldn't get any worse, the guy that seemed to be constantly radiating light was now ricocheting all around him at super-speed, hitting him at each and every pass. Spider-Man attempted to dodge, but the light being was even faster than he was. He had to figure out a way to even the odds, or he was going to be finished.

_Then again, it's not like you didn't have it coming for being such an idiot,_ a voice remarked to Spider-Man.

_Shut up,_ Spider-Man retorted. _What am I supposed to do, let him get away with it?_

Suddenly, his body seemed to go on autopilot, and as the shadow being and the light being came at him again, he simply dodged and let them cross each other's paths, nullifying each other due to their opposite properties. Spider-Man charged "Citizen V," only for the armored woman to attack him again, this time with her arm morphed into a sword blade. Spider-Man shot his webbing at her, only for her to cut through his webs with the blade extended from her arm.

Undeterred, the wall-crawler jumped over her head, only for her to convert her arm from sword mode to gun mode and shoot him while he was in midair. Firing a web-line and twisting in midair to evade the shot, he found his web-line unfortunately cut, and as he fell down again, he saw who'd done it. It was the redheaded girl in the purple-black spider costume – and she had four almost metallic black spider limbs growing from her back.

"So, who are you supposed to be?" Spider-Man asked mockingly. "Spider-Woman? Because there's such a thing as trademark violations, and you're committing one right now!"

"Her name is Arachne," the vaguely Nordic-styled blonde replied. "I'm Meteorite. And we're going to be the last things you ever see."

By then, Spider-Man was surrounded by the Thunderbolts, the light and dark ones having recovered from their collision. "Static-X, you're up," Citizen V ordered.

The young man in the lightning-emblazoned outfit went after Spider-Man, and Spider-Man was just going to catch his fist, but the electric shock that came after it told him that was a bad idea. Quickly recovering, Spider-Man twisted in midair and landed in a kick to Citizen V. Flipping off him, he ensnared Static-X and Arachne in webs, only for the armored woman – who upon closer examination seemed somewhat less than human – to convert her arm into a sword blade again and cut them loose.

The armored woman sped towards Spider-Man, swinging her arm-blade at him. Spider-Man dodged, but he could hear an unnatural hum as the blade passed through the air. _A high-frequency sword,_ he thought. _Better be more careful._

Just then, Meteorite came at him with a vicious right cross that knocked him for a loop . . . and then came at him again from behind him. The light being seemed to glom onto Meteorite's strategy, because he resumed his "hit-and-run-and-hit-again" tactics on Spider-Man. The shadow being resumed his own strategy of leaping from shadow to shadow to keep himself out of Spider-Man's range while keeping Spider-Man in his sights.

While Spider-Man was trying his utmost to dodge and counter their attacks, the armored woman was shooting at him from long range, making his fight for survival even harder. As the fight continued, a reporter shouted, "Is this some kind of exhibition fight?!"

"No, Spider-Man really did come to attack us," Osborn replied coolly. "The only reason you can ask that question is that the Thunderbolts are handling him so well. They've been trained to be the best of the best in this sort of thing, after all."

_Ok, so discretion is the better part of valor in this case,_ Spider-Man reluctantly acknowledged. He jumped into the air and sprayed all the Thunderbolts with webbing. The light being and Static-X burned it off, while the armored woman leaked corrosives that melted it off, and Meteorite just ripped her way out. Fortunately, the time they'd taken to free themselves and their comrades was enough time for Spider-Man to flee for his life.

As Spider-Man ripped off a manhole cover and jumped into the sewers, he could only think of one thing. _The X-Men are gonna be in trouble if I don't warn them._

_

* * *

_

In the present . . .

Spider-Man dropped from his web-line and landed in a crouch, staring down the X-Men. "Believe it or not, I'm not here to . . ."

X23, garbed in black leather with X-medals on the shoulders and waist, unsheathed her claws and attacked Spider-Man. "Liar!" she accused.

Reacting quickly, Spider-Man trapped her in a cocoon of webbing. "Like I said before, I'm not . . ."

Jubilee, wearing a yellow trench coat over a red suit with attached X-medals, shot a blast of fireworks at Spider-Man, who merely dodged. The blue-furred demonic-looking boy in red-and-black vanished in a puff of stinking smoke, only to reappear behind Spider-Man, who twisted around and shot webbing at him. Being Nightcrawler, he just teleported away from Spider-Man's web-snare – only to get kicked in the stomach when he reappeared to ambush the web-slinger.

"Nightcrawler!" Shadowcat, dressed in a light violet suit with darker blue highlights that seemed to form an X across her torso, shouted.

"Is he your boyfriend?" Spider-Man asked. "Because I am sorry, but I was being attacked."

"You broke in here in the first place, you wall-crawling creep!" Shadowcat protested, moving to attack Spider-Man, who simply shot webbing at her. She phased through the webs, which prompted Spider-Man to jump onto the ceiling to avoid her attack. Cyclops, wearing a gray duster over a royal blue suit with a silver-outlined X across the chest, opened his visor, shooting a crimson force blast at Spider-Man.

Spider-Man dodged the shot, but that didn't deter Cyclops, who merely redirected his fire so that it ricocheted, catching the web-slinger by surprise. "Wow, you're good at this!" he called out to the X-Men leader.

"Compliments aren't gonna save you," Cyclops answered.

Spider-Man twisted to his feet just in time for Wolverine, dressed in black biker leathers with dull gold highlights resembling claw marks, to attack him with his own claws. Spider-Man dodged, but Wolverine kept the pressure on, constantly assaulting the wall-crawler. "You're gonna tell us just what the hell you're doing here . . . and then we'll decide what to do with you."

"Really? Stop attacking me and I'll tell you!" Spider-Man retorted, spraying Wolverine with webbing. The wall-crawler jumped over the occupied Wolverine, only to be assaulted by an X23 that had cut herself free. He dodged a kick from her, only to note that a very sharp metal claw was sticking out of her foot.

"What are you doing here?!" X23 asked furiously.

"Believe it or not . . . trying to save your lives!" Spider-Man answered. Just then, his spider-sense warned him of an attack, and he dodged Berzerker's electrical blast. "Whoa! You know, you kinda remind me of a guy named Electro. You wouldn't happen to be related, would you?"

"Quit messing around and tell us what you want!" Berzerker yelled.

"I'm trying to tell you, but everybody keeps trying to kill me!" Spider-Man retorted. "That doesn't inspire confidence!"

At that moment, Spider-Man found his legs trapped in an ice block. "Maybe you can talk now," Iceman commented. "Can't move, so you got no other choice."

Spider-Man shattered the ice block with a punch, freeing his now-chilly legs. "Well, if he doesn't like that, maybe this'll be more to his liking," a charged-up Magma suggested, shooting a stream of flame at Spider-Man, who created a web-shield to block it. Unfortunately for him, the web-shield melted against the heat of Magma's flames.

Cyclops shot at Spider-Man again, but this time Spider-Man slid beneath the optic blast and kicked him in the stomach, then jumped up to kick him in the face. He was just about to web Cyclops up to keep him stuck for a while, but his spider-sense went off and he found himself dodging explosive energy orbs. He was about to retaliate against the one who'd thrown them, one Tabitha Smith-slash-Boom-Boom, only to find himself paralyzed and thrown into the wall by an invisible force.

Chancing a look, he saw Jean Grey, dressed in red with dark yellow highlights and brown boots, holding her arm out in his direction. "_Now_ you're going to tell us," she ordered.

"Is he your boyfriend?" Spider-Man asked. "I mean, I'm sorry, but at some point I have a right to defend myself."

"You broke in, remember?" Rogue, dressed in deep green with lighter viridian highlights, remarked sardonically.

"I wasn't breaking in to hurt anyone in here," Spider-Man answered. "You're the ones who attacked me first instead of waiting for me to give a proper answer."

"What's your game, Parker?" Wolverine asked. "Get close to the kids, pretend you're their friend, and then come in for the kill?"

"First off, it's not nice to blab someone's secret identity," Spider-Man snapped. "Second of all, I'm not here to kill anyone."

"Enough," Professor Charles Xavier stated, wheeling in with Storm, Psylocke, an armored Colossus, and Beast accompanying him. "Spider-Man, I've been meaning to get in contact with you for some time, but you're very elusive. This meeting could be fortunate for all of us."

"Professor?" Cyclops asked. "What's going on here?"

"Spider-Man was telling the truth when he said he meant no harm to any of us," Xavier replied. "Unfortunately, it seems some of you let suspicion get the better of you."

"Well, he could have just come through the front door," Shadowcat commented sourly.

"Dressed the way I am?" Spider-Man asked sardonically.

"You think this is funny?" Wolverine asked, pointing his claws at Spider-Man.

"You mind not pointing your claws in my face?" Spider-Man asked. "It doesn't really inspire trust."

Wolverine growled low in his throat, but Xavier interrupted. "Spider-Man is correct. If we're to convince him to trust us, we can't intimidate him."

"Fine," Wolverine snarled. "Just take that mask off, web-head, and we're even."

"If I could move any part of my body, I'd be glad to," Spider-Man answered.

"Jean, let him go," Xavier instructed.

Jean released Spider-Man from her telekinetic grip and Spider-Man dropped to the ground, landing in a crouch and straightening up. "Thanks. Now, before you all tear me apart for breaking in, I actually had a good reason."

"And what would that be?" Jubilee asked.

"Norman Osborn," Spider-Man replied tersely.

"Osborn . . ." Wolverine growled.

"I've heard of him," Psylocke, a purple-haired Eurasian woman in what could have passed for a very mild dominatrix outfit, interjected in a velvety yet sharp British accent. "Over the last year or two, he's channeled his expertise in biochemical warfare into weapons for certain government agencies to use in dealing with mutants . . . among other super-powered 'menaces.'"

"He's even worse than that," Spider-Man added. "He's the Green Goblin, or at least, he was."

"The Green Goblin?" Iceman asked. "You mean that guy in the fruity green outfit you were always getting into fights with? _That_ guy's Norman Osborn?"

"Yeah," Spider-Man confirmed grimly. "And now he's put together a team of super-powered psychos just like him, dressing them up like heroes to keep anyone from looking into what he's really up to."

"And do _you_ know what he's really up to?" Beast asked.

"No," Spider-Man admitted, "but I know Osborn well enough to know that bastard's up to no good."

"So we have nothing except your word," X23 spat, sounding like she had no inclination whatsoever to believe him.

"The web-head might be a creep, but he ain't lying about this," Wolverine said. "Fury's been looking into Osborn for a while, something to do with illegal super-soldier experiments. No doubt that's where the Green Goblin came from. And I've seen Fury's psychological profile of the guy; he's as big a sociopath as they come."

"Trust me, you're talking to a guy with firsthand experience," Spider-Man commented with grim sarcasm.

"Why should we be worried about some bozo's gang of super-powered goons?" Berzerker asked. "We'll beat them like we beat everyone else that came after us."

"Because they're not random goons," Wolverine replied. "Osborn may be a stone-cold psycho, but he ain't stupid. The team he's put together is likely to have serious experience in what they do, and considering the hurt they put on the web-head here . . ."

"Hurt?" Nightcrawler asked. "He didn't seem that hurt when he was smacking us around!"

"It's called being too angry to think about the amount of pain one should be in right now," Storm, dressed in a silver variant of her uniform, explained.

"Why's he angry at us?" Iceman asked. "We didn't do anything to him!"

"It's not us he's mad at," Wolverine answered. "From what I can tell just from watching this guy move, Osborn made it personal between them a long while ago and the web-head's been looking to get even ever since."

"Hey!" Spider-Man snapped. "It's not nice to talk about people like they're not here."

"Don't get your panties in a bunch, Webs," Wolverine grunted. "You're a guest here, and an uninvited one at that."

"So . . . are you a mutant?" Shadowcat asked.

"Not quite," Spider-Man admitted. "My powers were the byproduct of an accident."

"Accident, huh?" Wolverine echoed disbelievingly. "Not in my book."

"Are you saying I made myself like this on purpose?" Spider-Man accused.

"Not saying _you_ did it," Wolverine amended with a harsh glare, "but I wouldn't be surprised if the only thing 'accidental' about what happened to you was the fact that it happened to _you._"

"What Wolverine is trying to say, as insensitive as he comes off," Psylocke interjected, "is that someone was intending to create something like you, but didn't have you in mind as the beneficiary of those experiments."

"Like a super-soldier operation?" Spider-Man inferred.

"Yes, like a super-soldier operation," Psylocke confirmed.

_Why the hell does "Parker" sound so damn familiar?_ Wolverine wondered quietly.

_Are you suggesting that I poke around in your brain for any memories that refuse to properly dislodge themselves?_ Xavier asked telepathically.

_Not sure it's gonna come to that, Chuck, but I wanna know more about this Parker kid,_ Wolverine answered. _For some reason, I got the feeling he's a little more connected to this whole thing than just falling ass-backwards into some spider-powers._

_Well, you'll probably have an opportunity to find out later . . . assuming we haven't left him so unsettled by this first encounter that he no longer wishes anything to do with us,_ Xavier remarked.

_Something's bothering you about the kid, isn't it?_

_Yes . . . I feel a residual telepathic imprint on his mental patterns._

_Like somebody was messing with his head to get him here?_

_Possibly, but it seems benign . . . at least as benign as such things are._

"So, mind if I leave?" Spider-Man asked. "I've done my damage, I'm pretty sure none of you want me anywhere near them now that you know who I am, and I'm going to consign myself to fighting the good fight by myself. It's better that way. I'm bad news. Haven't you heard?"

That said, Spider-Man left the way he'd come, despite the best efforts of Shadowcat and Nightcrawler to follow him. "Fine, let him go," Berzerker grumbled. "Who needs his emo ass, anyway?"

"He probably just needs a friend right now," a powered-down Magma observed.

"Are you offering?" Boom-Boom teased Magma.

Magma blushed. "No!"

Jubilee smiled. "I'll be his friend if you won't."

* * *

The next day, inside the headquarters of the Thunderbolts Initiative, Norman Osborn faced his team with a triumphant expression. "Excellent job, team. The public's confidence in us has risen more than 300 percent with that little display during your debut."

"Spider-Man," Static-X muttered. "Never thought I'd be facing him for my first go-round."

"Is something the matter, Mr. Chord?" Osborn asked.

"Nothing, Mr. Osborn," Static-X replied.

"Spider-Man played his part to the hilt," Osborn went on. "His anger towards me clouded his better judgment, and with you all as the heroes of the day, the local media is eating up everything we give them. While our official target remains the mutant subversives, I don't think our backers will mind quite so much if we continue to pursue Spider-Man on the side. And if Spider-Man and the mutants join forces . . . that just makes it icing on the cake."

"Wounded animals are dangerous animals," Citizen V, unmasked to reveal the face of Emil Blonsky, observed. "We should have finished him off instead of playing around with him."

"You're the one who wanted to test your newfound physical prowess against him," Osborn remarked coolly. "Speaking of that, how are you enjoying your new abilities?"

Blonsky merely smirked unpleasantly, which was all Osborn needed to know that Blonsky was indeed enjoying his new abilities. _Perhaps enjoying them a bit too much, but power is naturally intoxicating,_ Osborn mused quietly.

"So what do we do now?" Meteorite asked.

"For now, we continue endearing ourselves to the public," Osborn replied. "They love us now, but stay true to the course we're on now – and we'll be deities to them. They won't be able to deny us anything."

"In other words, be there when they open the new schools, the new hospitals, the new community centers, the new youth clubs . . . _boring,_" Blonsky grumbled. "Give me some punk-ass who thinks he's hot stuff because he's a mutie any day."

"You'll get your chance for that," Osborn replied. "There are certain hotshots we offered the chance to redeem the name of mutantkind as part of this team . . . but they refused. We're going to show them the price of their refusal."

"You wouldn't be talking about the Brotherhood, would you?" Dusk asked, mask off to reveal the more-or-less human features of Max Coleridge.

"Yes, that is whom I'm talking about," Osborn confirmed. "The fortunate thing is that they're already well-known troublemakers, and there are plenty of people in Bayville who'd love to have them taken off the city's hands."

"Have they committed any crimes recently?" Static-X asked.

"They're nuisances wasting their powers on being worse nuisances," Osborn answered tersely. "They won't be missed . . . and it'll be an excellent opportunity for our Guardian to field-test her anti-mutant hardware."

Guardian merely stared ahead stoically, unblinking.

"That is one creepy bitch," the light being, currently known as Lightshow and formerly Living Laser, commented.

"She's a robot," Static-X muttered. "Of course she's going to be creepy."

"No, seriously," Lightshow remarked. "It'd be one thing if she was all metal and stuff, but she's practically flesh-and-blood just like the rest of you."

Coleridge looked like he was about to say something, but then he thought better of it, judging by his continued silence.

"The Brotherhood will be your first test," Osborn stated. "Despite their reputation, they're not exactly easy targets. Undisciplined children, yes, but they're undisciplined children with formidable abilities. As long as you don't get careless, you should be able to handle them."

"Sounds like fun," Blonsky said. "I could use a good fight."

* * *

End Notes: It's probably a good idea to end it here despite how short it feels to me, because I can't really think of a way to continue this chapter without feeling like it's dragging along. There you have it – Spider-Man's met and fought the X-Men, I've even gone ahead and brought Psylocke and Colossus into the fold, and Osborn is up to no good as usual. Well, "as usual" depending on how well you know your Spider-Man trivia, but the fact remains that he's up to no good.

What's the deal with this mysterious telepathic imprint Xavier sensed from Spider-Man, and are Spider-Man's origins less accidental than he thinks the way Wolverine suspects? Is Peter Parker's budding friendship with the younger X-Men over before it even began? And whoever this guy is that psychically ran interference to save Spidey's life, is he ever going to reveal his presence? For the answers to those questions and others, read on, and thanks for sticking with me so far.


	4. Chapter 3: Burning In Your Light

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 3: "Burning In Your Light"

Disclaimer: X-Men: Evolution and Spider-Man, along with all related characters and properties, belong to Marvel Comics, Marvel Studios, 20th Century Fox, and Sony. I make no money whatsoever from this story and my only profit comes from your reviews. Remember; I'm doing this for you guys, not for Marvel and certainly not for Disney.

Author's note: Well, we've certainly left things on a tense footing as of last chapter. Wolverine knows something about Spider-Man, but he can't quite remember what. Peter Parker's relationship with the X-Men has been strained by the revelation of his secret identity as Spider-Man. Norman Osborn is scheming away from a position of inordinate influence and power. With all this going on, could things get any worse? Hmm, maybe.

_

* * *

_ Emil Blonsky, currently costumed as Citizen V, thought. _Why, of all places, does Osborn send me here? I'm a soldier, not some . . . some goddamned costumed debutante! And speaking of costumed debutantes . . ._

I can't believe I'm here,

Meteorite, formerly known as Moonstone, nudged Citizen V with her elbow. "You could look a little more enthusiastic," she muttered.

"I'm wearing a mask," Citizen V muttered in retort. "How the hell are they supposed to know what I look like?"

"You could still try," Meteorite mumbled back.

Just then, the New York City mayor looked at them curiously. "Something you'd like to share with us?" he asked.

Citizen V resisted the urge to draw his sword and take the mayor's head off. Meteorite answered for him, smiling winsomely. "Just a little harmless chatter about what a lovely skyline you've got here."

"Glad you appreciate it," the mayor said, winking at them as though he was in on some kind of conspiracy with them. "Anyway, it's time to cut the ribbon for our new hospital." He extended a giant pair of scissors to them, blade pointed toward him. "Would you two do the honors?"

"Sure," Meteorite answered with a charming smile, holding one of the scissor grips while Citizen V held the other. Together, they cut the ribbon surrounding the new hospital, which had interestingly been named "The Norman Osborn Medical Center," to the applause of the crowd watching them.

* * *

Across from the hospital, a figure crouched on the opposite building like a gargoyle glared at them. The figure wore red and blue, the red covering his head and shoulders, tapering down his chest to wrap around his waist, and overlaid with a web-like pattern. A spider emblem rested in the center of his chest and a larger red version covered his back.

This was Spider-Man, and he was very much not happy.

_Idiots,_ he thought. _Fawning after these bastards like they're heroes, naming a hospital after _Osborn,_ of all people! They don't know what he's done, what he's going to do . . . not like I do._ He looked at the clock tower ahead of him. _Time to get to school, but why should I care about that anymore? I'm probably going to get crap for being a "mutie banger," and on top of that, my new friends probably don't _want_ to be near me after last night._

As Spider-Man was about to depart from the vision that disgusted him so much, he was spotted by Citizen V, who smirked under his mask while muttering, "Finally, some action!" He pressed a button hidden within his costume, and it summoned a vaguely V-shaped hoverboard that flew to him. "As fun as it's been," he shouted to the crowd, "we really must be going! Crime to battle, villains to stop, cats to rescue!"

He jumped on the hoverboard, retching internally from how cheesy he'd sounded, and soared away, chasing down Spider-Man. Meteorite shook her head slowly, thinking to herself, _He's gonna screw up everything._ She waved at the public and shouted, "See you all next time! Remember, the Junior Thunderbolts are recruiting!" She then flew after Citizen V, who had by then caught up to Spider-Man and was now engaged in battle with him.

"Another loser on a glider," Spider-Man taunted.

"You think so, do you?" Citizen V retorted, drawing his sword. "Remember this? Cut you good last time."

"There won't be a _next_ time!" Spider-Man shouted, swinging into a kick to Citizen V, who merely swerved out of the way and slashed Spider-Man's arm in mid-swerve. Spider-Man winced under his mask, but didn't let that stop him, grabbing Citizen V's blade with his other hand and using it to yank him over for a knee to the stomach. While the blow succeeded in knocking Citizen V for a loop, the patriotically garbed soldier quickly regained his bearings and attacked Spider-Man again.

Spider-Man dodged his assault this time, but Citizen V sliced Spider-Man's web-line, causing the wall-crawler to plummet. He saved himself by shooting a web-line at Citizen V's hoverboard and using it to catch himself. "So you wanna play like that, huh?" Citizen V asked. "Fine. We'll see if you can hold on." Citizen V accelerated his hoverboard, practically skating on the facades of the skyscrapers along his path . . . and dragging Spider-Man on those same facades on his belly. "Having fun back there?"

Spider-Man shot another web, this time at the back of Citizen V's head, and yanked harshly on the web. This caused the hoverboard to spin out of control due to Citizen V's suddenly shifting weight. The result was Spider-Man getting knocked around on the skyscrapers as opposed to just being dragged on his belly. He ignored the pain, climbing the web he'd used to catch the hoverboard to get closer to his enemy.

To his astonishment, though, Citizen V just turned and elbowed him viciously in his concealed face. "Think I couldn't spot you, punk?"

"Oh, yeah, sure, like I'm going to credit a cheap Captain America knockoff with foresight," Spider-Man mocked, managing to stay on the hoverboard through his adhesive ability. He punched Citizen V in his masked face before jumping off the hoverboard and landing on a skyscraper façade. Citizen V just glided up after him as Spider-Man jumped down to kick him.

Their attacks met around the same time, Spider-Man's kick striking Citizen V's midsection and Citizen V's sword cutting through the fabric of his costume and into the flesh of his other leg. While the wound stung, Spider-Man wasn't willing to let that stop him. He fired a web-line at a nearby skyscraper and swung around Citizen V to attack him from behind with a corkscrew kick.

"You're a pretty damned good fight, web-head," Citizen V remarked. "I'm having more fun like this than I was last time!"

"I'm not here to amuse you!" Spider-Man snarled, attacking Citizen V again, only for Citizen V to catch his punch and viciously punt him into a skyscraper.

"Well, you're doing it, anyway," Citizen V mocked.

Spider-Man glowered at Citizen V with cold rage running through his veins and lunged at him again, only to be intercepted by Meteorite, who kicked him through the skyscraper window. "That's enough," she said. "You've had your fun. Now it's time to act like a grown-up."

"Who the hell do you think you're talking to?" Citizen V asked irately.

"I'm talking to someone who's jeopardizing our operation," Meteorite replied. "We're not gonna keep their trust by picking fights just for the hell of it. We're done here."

"Fine," Citizen V grumbled. He aimed one last jibe at Spider-Man. "You're coming with us next time, web-head."

Spider-Man rose to his feet despite the pain in his leg from the cut Citizen V had given him. Without a word to the office workers he'd stunned by his sudden entry, he dashed out the window and web-swung away. He'd get his wounds patched up the best he could, and then he'd go to school. He hoped his face wasn't banged up too badly; that would be hell to explain to his teachers, let alone Aunt May.

* * *

"You're late, Mr. Parker," his homeroom teacher remarked to Peter as he came in, having had to detour to get himself patched up. "And you look awful, too. Burning the midnight oil?"

"Yeah, something like that," Peter responded.

"Very well," the homeroom teacher said. "I'll try not to report you for truancy."

"Thanks," Peter muttered.

After homeroom let out, Peter limped to his locker to gather his things for first-period math class. As he gathered his things, he heard Kitty shouting, "Peter, wait!"

Peter turned to see Kitty coming toward him, accompanied by Jubilee, Bobby, Kurt, Ray, and Tabitha. "What?"

"We're sorry . . . about last night," Kurt replied. "We got the wrong idea about you."

"Sure did," Peter remarked dryly.

"Usually when people break into our house, they're doing it because they wanna kill us," Bobby said half-jokingly.

"Well, you're the ones who started shooting first," Peter retorted acidly.

"What right do you have to get on our case?" Ray asked cuttingly. "You hide behind a mask! And you get to pretend you're normal! If you wanted to, you could just throw that costume away and spend the rest of your life no different from any other flatscan!"

"Hey, chill, Ray," Tabitha said. "We don't need to blow his secret ID."

"Well, maybe we do!" Ray retorted. "Maybe he needs to see for himself what it's like for us!"

"And maybe some people need to stop acting like everybody else is the enemy!" Peter shot back. "Believe it or not, not everybody has it in for you guys just because you're mutants!"

Ray's eyes flashed, as electricity sparked between his fingers. He swung at Peter with his charged fist, but Peter caught it and squeezed brutally, cold rage in his own eyes. "Peter, stop!" Jubilee shouted.

"Maybe I wear that mask for a reason," Peter continued on, ignoring Jubilee. "Maybe I wear that mask because going public means I put my friends and family at risk from all the lunatics I've fought that'll use them as leverage to get at me. Maybe one of those lunatics already succeeded once. Maybe my life sucks as badly as yours does. Maybe _you_ need to get over yourself a bit."

He slammed Ray into the locker and stalked away, too angry to care about the pain in his leg. "That guy . . ." Ray snarled. "I'm gonna . . ."

"No, you won't," Bobby denied. "Enough damage's been done already. The last thing we need is a fight on school grounds."

"What's his problem, anyway?" Kurt asked, bewildered by Peter's shift in demeanor.

"What a rage case," Tabitha commented.

* * *

Lunchtime came around and Peter ate by himself, either unaware or uncaring that he was being watched by several of the X-Men. "You're kidding me, right?" Rogue asked. "Peter did that to Ray?"

"Yeah," Ray admitted, rubbing his hand. "Hand's still sore after what he did. Had no clue he was that strong."

"I don't think any of us did until he kicked our asses," Kurt remarked. "Didn't think anybody besides Quicksilver had reflexes fast enough to drop me in mid-teleport."

"I've been watching archive footage of him," Laura said.

"Archive footage?" Tabitha repeated. "Sounds like someone has a crush."

"I want to know what he's capable of," Laura answered stoically.

"Well, do you?" Tabitha asked teasingly.

"He's fast," Laura replied, "but sometimes he seems to act or react outright before a threat fully materializes."

"Maybe he just has really good senses," Kitty mused. "Like you and Mr. Logan."

"Possible," Laura admitted. Peter Parker was an enigma, and a dangerous one at that. Where did his powers come from? What motivated him? And why did she care, anyway, beyond keeping him away from the other X-Men?

* * *

Elsewhere in Bayville, a silver-haired young woman wearing red-tinted sunglasses and a black silk dress with spidery red patterns woven into its fabric stared out the window of her quiet apartment. "You're walking a dangerous path, Peter Parker, a path that will lead to your ruin and the ruin of everything you still hold dear."

"Try telling him that to his face," a sardonic young male voice remarked.

"My friend," the young woman responded. "Certainly you can tell him yourself."

"Revealing myself now?" the young man, a handsome brunet with a white streak in his hair and wearing a black duster over a triple-weave Kevlar suit, asked. "Sorry. Not my plan."

"Your plans will have to wait," the young woman stated. "Acting too late ensures only the doom of everything you wish to accomplish, Cable."

"And acting too soon makes things even worse, _Cass,_" Cable shot back.

"Very well," Cassandra assented. "If you wish to dawdle until that mythical 'proper moment,' that's fine by me. I don't mind. Not like it affects me or you one bit. Oh, wait . . . it does."

"Are you trying to say something?" Cable asked irritably, his left eye flashing with psychic fire.

"Yes, I am, Cable," Cassandra admitted. "I'm trying to say that there are people who are in danger _now,_ which is enough reason for you to act quickly. Particularly people you wish to . . . oh, I don't know . . . form an alliance with?"

"Ok, you got me," Cable conceded. With a swish of his coat, he walked toward the door.

"Thank you for doing the right thing," Cassandra stated humorously.

"Shut up," Cable grumbled good-naturedly as he pulled a pair of ruby quartz sunglasses out of his pocket. "You know, you're the most irritating woman I've met anywhere, anytime."

"I'm glad your feelings for me have remained unchanged," Cassandra replied. "I would hate for the nature of our relationship to change."

"What relationship?" Cable mocked, just before walking out and slamming the door, prompting a chuckle from Cassandra.

* * *

At the Brotherhood house, the five teenage mutant troublemakers lounged about, Todd Tolansky blasting rap music throughout the manor. "Will you turn that crap down?!" Pietro Maximoff yelled.

"Get up and make me, yo!" Todd yelled back.

"Ok, I will!" Pietro shouted, speeding up to Todd's room and throwing the radio out the window, then dragging Todd downstairs with the rest of the Brotherhood. "Look, we can't be wasting time here! While we're doing that crap, the flatscans are mobilizing against us!"

"Let the X-Men handle it," Fred Dukes brushed it off. "If they need help, we'll come in and help them."

"The X-Men are pansies, Blob," Pietro stated. "They're not gonna do anything except spank the humans a little and tell them to behave themselves. We need action! Real action!"

"You saying we ought to go after them ourselves?" Lance Alvers asked. "That's crazy talk!"

"No, it's sane talk," Pietro replied. "Very sane talk. Why wait for them to come to us? Why not go to them and strike first?"

"You're starting to sound like Father," Wanda Maximoff, Pietro's twin sister, commented warily.

"Well, you know . . ." Pietro trailed off.

"Oh, _hell no!_" Lance exploded. "Tell me Big Daddy Magneto isn't putting you up to this crap so he can get us killed!"

"Why would he do something like that?" Pietro asked.

"It's no big secret your daddy don't like us, Pietro," Todd replied. "Why do you think he got himself an all-new Brotherhood?"

"And look how good _they_ turned out to be!" Pietro shot back. "The big metal Russian guy went to the X-Men, and that smooth-talking card shark is probably thinking about doing the same thing just to get into Rogue's panties! He's got nobody now except complete psychos like Sabretooth and Pyro, and we all know how reliable _those_ are!"

"Still, this ain't the best idea you've ever had," Fred remarked. "Hell, I don't think you've _had_ any good ideas."

"Oh, screw you, Blob!" Pietro snapped. "I know what I'm talking about!"

"Yeah, because you can always run away at the speed of sound if the situation gets bad," Lance brought up. "The rest of us aren't that lucky."

"Mutiny all around me!" Pietro yelled. "Wanda, sis, you agree with me, right?"

"Since when have I agreed with any of your ideas?" Wanda drawled.

Just then, the door was blasted open, knocking the Brotherhood teens for a loop. "The hell?!" Fred shouted.

The smoke and dust cleared away to reveal a beautiful woman in white-and-red armor with black and silver highlights. Her hair was long, straight, and an almost glossy black, her skin was a deep tan, and her eyes . . . her eyes were glowing with a robotic light.

"_Targets locked in. Subject: Lance Alvers. Alias: Avalanche. Mutant power: Seismic manipulation. Subject: Pietro Maximoff. Alias: Quicksilver. Mutant power: Hypervelocity. _

"_Subject: Fred Dukes. Alias: Blob. Mutant power: Invulnerability, immovability, and superhuman strength. Subject: Todd Tolansky. Alias: Toad. Mutant power: Toad-like qualities; superhuman agility and leaping, prehensile tongue, and orally released paralytic slime. _

"_Subject: Wanda Maximoff. Alias: Scarlet Witch. Mutant power: Probability manipulation."_

"Oh, crap!" Lance shouted. "A freaking Sentinel! Again!"

"Sentinel?!" Todd shouted, terrified. "I didn't know they made Sentinels that looked like beautiful women!"

"Well, I don't care what she looks like!" Wanda exclaimed, using her hex powers to throw everything within her immediate line of sight at the Sentinel, who merely deflected it all with a force field.

"Why don't I rock your world?" Lance taunted the Sentinel, using his powers to make the ground shake beneath her feet. Of course, the Sentinel stood her ground, seemingly unaffected by the shaking of the earth beneath her. "Why isn't it working?!"

"_Magnetic clamps,"_ the Sentinel replied, just before shifting her arm into a hyperextension blade and spearing Lance on it.

"YO!" Todd yelled, shocked and appalled. "What the hell is wrong with this chick?!"

"She's a killer robot designed specifically to go after us, that's what's wrong with her," Fred replied. "And she's really pissed me off now!" He charged the Sentinel, only for her to retract her hyperextension blade and convert her arm into a pulse blaster that sent Fred flying into the farthest room in the house.

"Awww, damn it . . ." Todd groaned. "How are we supposed to fight this chick?!"

"We don't," Pietro replied. "She may be human-sized, but she's a Sentinel just like the ones that came after us before. She ain't gonna stop until we're all dead, so let's book!"

"Always running, Pietro," Wanda mocked. "Well, you can take Toad and run! I'll deal with her!"

"Wanda, are you crazy?!" Pietro asked. "We can't fight her!"

Wanda's eyes narrowed. "Watch me." The house began to shake again, and this time the house itself seemed to attack the Sentinel, who didn't seem to care all that much about what Wanda was doing. The Sentinel stalked toward Wanda, her glowing eyes emotionless and inhuman.

"Wanda, no!" Todd shouted, leaping at the Sentinel and spitting slime at her. The Sentinel merely sidestepped the slime attack and snatched Todd out of midair by the throat, throwing him through the wall.

"Todd!" Wanda shouted. With cold rage in her eyes, she directed her hex attacks against the Sentinel herself, albeit for naught, as the Sentinel kept walking toward her. Realizing she couldn't stop the Sentinel, Wanda turned her efforts to protecting herself, generating a hex shield . . . that the Sentinel punched through, grabbing her by the throat and throwing her right where she'd tossed Todd.

"Wanda!" Pietro yelled. "Ok, that's enough!"

Pietro went into a hypervelocity attack on the Sentinel, punching her hundreds of times in the space of a few seconds. To his shock, the Sentinel blocked every punch Pietro threw at her, finally catching his fists and kicking him down to where she'd blasted Blob. Just then, the ground shook beneath her once again, this time from the wounded Lance, still conscious enough to try to fight her despite his injury.

The Sentinel turned to Lance and started walking toward him, ready to finish him off. Suddenly, a crimson-colored force blast knocked her down briefly, but she got up again, finding herself up against a young man with white-streaked brown hair, dressed in black triple-weave Kevlar with gold piping, and concealing his eyes behind a pair of ruby quartz sunglasses. "Wanna try me?" he asked.

"_Target unknown. Mutant powers unknown. Approach with caution."_

"Shut up, will you?" the young man grumbled in annoyance, zipping toward the Sentinel for a punch. Unfortunately, her reflexes were quick enough to block his fist with her arm.

"_Begin threat assessment."_

"Assess this, bitch!" the young man shouted, moving in for a kick this time, only for her to block his attack again. This time, he jumped back to try to attack her from a different angle, but the Sentinel flashed behind him in an attempt to ambush him with her arm converted into a blade. The young man whirled to catch her blade arm with one hand and kicked her in the midsection. The kick didn't seem to bother her that much, if at all. Briefly stabbing her in the head with what appeared to be a psychic knife, he managed to knock the Sentinel away from him.

"Where . . . where am I?" she asked, her voice suddenly humanlike in just how confused and frightened she sounded.

"Well, I can't explain that, but I've temporarily disabled the Sentinel programming overriding your brain," the young man replied. "It's a talent of mine."

The Sentinel looked at her hands. "What did they do to me?"

"What's your name?" the young man asked.

". . . Karima," the Sentinel replied. "Karima Shapandar."

"Who are you?!" Lance shouted at the young man.

The young man turned to Lance. "Pretty big talker for someone as banged up as you are." He walked over to him and knelt beside him. "Hold still and I'll have you taken care of."

"You didn't answer my question," Lance replied. "Who are you?"

"Call me Cable," the young man said. "Now hold still." He placed a hand over Lance's wound and the first thing that happened was that it stopped bleeding. The second thing that happened was that the wound began "knitting" itself back together. Just as he was finishing, he was impaled by Karima's arm-blade. The young man just head-butted Karima with enough force to knock her back and pull the blade out of him, revealing that he'd partially phased to avoid the injury. "Can't stay here."

He pulled a device out from underneath the cuff of his glove and began striking keys seemingly at random. "What are you doing?" Lance asked.

"Saving your life," Cable replied. "Bodyslide by two."

At the moment Karima was about to attack them again, her mind having been overridden by the Sentinel programming again, Cable and Lance disappeared in a silver teleportation orb. The Sentinel straightened up and surveyed the destruction that had resulted from the Brotherhood's attempts to fight her.

"_Threat assessment completed. Unknown subject's mutant abilities include limited time manipulation, optic force beams, telekinesis, telepathy, insubstantiality, and empathic machine manipulation. Unknown subject is skilled in close-quarters combat, and possesses technological means of enabling teleportation of self and allies. Threat assessment: Moderately high."_

"_Has your mission been completed, Omega Sentinel?"_ Norman Osborn asked through a communications link.

"_Interference from unknown mutant subject,"_ the Sentinel responded. _"Unknown subject managed to escape with Subject: Lance Alvers, alias Avalanche. Unknown subject also temporarily shut down programming. Subjects Pietro Maximoff, Todd Tolansky, Wanda Maximoff, and Fred Dukes have been successfully neutralized."_

"_Then stand by and prepare for pickup,"_ Osborn answered.

"_As commanded,"_ the Sentinel replied.

* * *

Back in the Thunderbolts headquarters, Osborn shut off the link and turned to Victoria Hand. "Well, four out of five. That's not necessarily bad." His expression darkened. "I want to find this interfering punk and I want his head on a pike."

"Blonsky will be trouble," Hand remarked.

"You mean his love of the more violent parts of this assignment?" Osborn deduced nonchalantly. "Understandable. As advantageous as it is to manipulate things behind the scenes, there is something to be said about the thrill of crushing your enemies personally. And he's a career soldier; of course he'd like combat more than he'd like the public relations aspects of the job."

"He abandoned a ribbon-cutting ceremony to go after Spider-Man," Hand stated. "Were it not for Karla Sofen, he would have killed Spider-Man in full view of the public."

"Spider-Man's a criminal," Osborn replied coolly. "The public would be able to reason easily that Blonsky was acting in the defense of innocent lives."

"Are you taking this seriously?" Hand asked. "Blonsky is a potential liability. Unless you get him under control . . ."

"I _am_ taking this seriously, Ms. Hand," Osborn answered, his tone growing icy. "I just understand Blonsky's enthusiasm for his work."

"This operation will be jeopardized if you let your personal vendettas overwhelm our objectives," Hand insisted. "You can get Spider-Man later. Right now, we have to focus on the mutants. After we've built up public trust by taking them down, _then_ we can go after Spider-Man."

Osborn smirked. "Then we should take down the mutants very quickly, now shouldn't we?"

"Yes," Hand acceded.

* * *

Back at the Xavier Institute, the X-Men were staring down Cable, who was supporting the still-injured Lance's weight. "First Spider-Man, now you? What the hell's with people thinking they can break in just to say hi?" Wolverine asked.

"Hey, Jimmy," Cable answered with an impish smile. "Long time no see. Of course, you and I haven't met yet."

"What's your game, kid?" Wolverine asked suspiciously. "And what are you calling me 'Jimmy' for?"

"Knew I was coming in a little too early," Cable grumbled. "Oh, well. This guy needs medical help. I've patched him up the best I can, but I think he'll really benefit from some TLC from you guys."

"Lance?" Shadowcat asked as she sprinted to the young man's side. "What happened to you? Who is this guy?"

"You know they're making Sentinels that look like humans now?" Lance asked. "Well, one of them came to our house and kicked all our asses, and this guy here saved me."

"Why didn't you go back for the others?" Storm inquired.

"Bodyslide doesn't work like that," Cable replied. "I can't transport more than one other person at a time, and it only works if they're right next to me."

"Who are you?" Cyclops interrogated, his outer calm masking his confusion at the sight of Cable wearing ruby quartz glasses just like his. He had his hand at his visor controls, ready to shoot the mysterious young man down if he so much as twitched.

Cable looked Cyclops in his visor-clad eyes and smirked. "Don't I get a hug? I come all this way just to see you, and I don't even get a hug? Figures. You never _were_ the kind of guy to give your kid a hug and a pat on the back and a 'good job, son.'"

"How do you know me?" Cyclops asked, uneasy at how familiarly Cable was speaking to him.

"Do I have to spell it out for you?" Cable asked irritably. "Screw it. If you don't know, I've got no reason to tell you."

"You'll tell us," Cyclops retorted, his visor lens flaring.

Cable's eyes glowed beneath his glasses, making the lenses shine almost unnaturally. "Yeah, and who's gonna make me? You?"

"You wouldn't have come here if it wasn't important," Colossus stated somberly. "So quit posturing and tell us."

"Fine, I'll tell you this," Cable conceded. "I'm from the future . . . and you're all in trouble."

* * *

End Notes: There you have it. Cable has arrived from the future, but precisely what happened in that future that made him come back to this time? What impact will his revelations about the future have on the X-Men, and what do the actions of Peter Parker and Norman Osborn have to do with that future, if anything at all? Will Spider-Man and the X-Men patch things up in time to join forces against the common threat represented by Norman Osborn's Thunderbolts, and will it happen in time for Cable's future to be changed? For the answers to those questions and others, read on and thanks for sticking around so far!


	5. Chapter 4: Excess and Ecstasy

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 4: "Excess and Ecstasy"

Disclaimer: X-Men: Evolution and Spider-Man, along with associated characters and properties, belong to Marvel Comics and Marvel Studios. I make no money whatsoever from this story and I am only doing this for fun.

Author's note: Sorry it's taken me so long to get working on this story again. As a token of my desire to let you the readers know how much I appreciate you, I'm going to dedicate this chapter to Cable, along with exploring the reasons for Spider-Man's darker attitude. To make a long story short, Spider-Man and the X-Men are more intertwined than they think they are, but I'll let the story show you that. Anyway, time to start the chapter!

* * *

"You're from the future?" Psylocke asked, staring incredulously at Cable.

"Yeah," Cable replied. "To make a long story short, I'm here to make sure that the world doesn't get taken over by Sentinels."

"You mean like the Terminator?" Shadowcat asked.

"The Terminator was there to kill the woman who'd save the world," Cable amended, although a brief smirk crossed his face. "I'm Kyle Reese. But never mind that. Lance's pals have been captured by the Thunderbolts. We need to bail them out."

"Do you know where they are?" Xavier asked.

"I made a brief mind-link to the Sentinel that captured them," Cable explained. "I still remember enough that I can lead you to them."

"Sentinels don't have minds," Wolverine stated.

"This one does," Cable corrected. "This one used to be a human being, before somebody picked her up off the street and turned her into a machine."

Xavier looked positively appalled. "They're making Sentinels out of humans now? I had no idea they were willing to sink that low."

"There's gonna be a lot more of them over the next two decades," Cable explained. "Sentinels that can hide among humans are very useful in detecting mutants trying to pass for normal. That's why they made the Prime Sentinels in the first place, to smoke our kind out."

"So what are we waiting for?" Jean asked.

"How can we be sure you're telling the truth?" Cyclops asked.

Cable glared at Cyclops. "Ask Charlie or Red here to take a look inside my head. They can tell you whether I'm lying or not."

"He ain't lying, kid," Wolverine said. "If he were, I'd smell it. But that doesn't mean we're not gonna be watching him."

"Fine, but while we're wasting time debating how trustworthy I am, your friends are probably going to get tortured for everything they know about you," Cable remarked.

"They're not our friends," Cyclops said.

"You sure about that?" Cable asked, looking at Lance and Shadowcat with a slight look of amusement.

"You're not going without me," Lance declared. "Those are my buddies back there."

"He has a point," Storm mused. "He has as much a stake in this as we do."

"You sure about that?" Cyclops asked, not quite so willing to go on a rescue mission with Avalanche.

"We have a common cause and a common enemy," Xavier replied. "We would have no advantage in leaving Lance here."

"Fine," Cyclops conceded. "He can come with us."

"Lead the way, kid," Wolverine said to Cable.

"Sure thing, Jimmy," Cable replied with an impish smirk.

* * *

Meanwhile, Spider-Man was on his way to Lightning Tower, the gleaming futuristic-looking spire that had been built in the center of Manhattan for the Thunderbolts. That was their base, and he was going there to see if he could dig up anything on Norman Osborn that would be enough to send the man to prison for the rest of his natural life. Security was supposed to be tighter than Fort Knox, but he wasn't nearly as worried as he probably should have been.

Speaking of security, it was almost ridiculously easy to get past them. That should have been Spider-Man's first clue that things weren't entirely kosher, but he was too concerned with his mission to worry much about that. Skittering through the vents and along the ceilings, he found his way through Lightning Tower, watching the comings and goings of everyone inside to learn from them what and where the rooms were.

_Amazing how people don't look up, even in a place like this,_ Spider-Man thought. As he continued his reconnaissance, he saw a glasses-wearing dark-haired woman with a red streak in her hair enter a room that contained what looked like a series of linked computer terminals. At least, that was what he could see before the door closed. _Why do I get the feeling that room has what I'm looking for?_

Spider-Man waited for the woman to leave, and once she had exited and was out of sight, he pushed himself out of the vent and darted over the door, waiting for someone else to come over. As soon as someone got close enough, he descended upon him, knocked the unfortunate person unconscious, and slammed his hand onto the handprint reader.

"Thank you, you've been a real sport, buddy!" Spider-Man quipped quietly, webbing the man onto the ceiling to keep him out of sight. He slipped through the door and inside the room, striding toward the linked terminals and sitting in front of the central hub. "Now, if I were a megalomaniacal, murderous sociopath, what password would I use to keep my secrets secret?"

A light clicked on in Spider-Man's head and he quickly typed "green" as the password. Not like anyone else would expect Norman Osborn to use anything associated with his "suspected" alter ego, the Green Goblin, and Osborn was probably counting on that. After all, he was always arrogant enough to think he was so much smarter than everyone else.

Cutting through the web of firewalls Osborn had erected to keep his secrets exactly that, Spider-Man found a file called "00-Arachnid-00." He opened it, thinking back to his suspicion of just where exactly his spider-powers had come from. At first, he'd assumed they were an accident, plain and simple, but then he remembered Wolverine's suspicion that the only accident had been _him_ getting the powers, and if the man was right . . .

Looking into the file codenamed 00-Arachnid-00, Spider-Man read details about a "retrovirus" called OZ. From those details, he deduced that it was supposed to effectively reprogram the human body into a superhuman machine – stronger, faster, tougher, and even _smarter_ than an ordinary human. Osborn had used Empire State University as a kind of middleman for testing of OZ. In porting the retrovirus into animal subjects, he'd hoped to combine their DNA with the properties of OZ to grant human-level versions of those subjects' traits.

_That explains where the Scorpion came from . . ._ he thought. _Osborn must have been pulling the strings behind that one, considering he bought a controlling interest in the _Bugle _and all . . . Oh, God . . . if the thing that made me what I am now was the same thing that made him what he is . . . No . . . can't be . . . I can't . . . be anything like him!_

Spider-Man gritted his teeth, the face behind his mask contorting in fury. _Is it going to happen to me, too? Am I going to become a monster just like Osborn? Am I_ already_ becoming a monster?_

His spider-sense went off and he spun around in the chair, fingers on the triggers of his web-shooters, only to come face to face with . . . "Gwen? What are you doing here?"

"Peter." The image of Gwen Stacy, dressed in a black blouse and a purple skirt with the familiar black headband in her hair, walked toward him. Spider-Man looked at himself and saw that he was in his normal clothes instead of his costume. "I came back for you. I woke up for you . . . you don't need to suffer anymore. It's all going to be all right."

"Gwen . . ." Peter uttered, and then his spider-sense spiked as he reflexively somersaulted backwards and kicked something that felt like a human body. The illusion broke, and he was back in his Spider-Man costume, and the blonde that was facing him was certainly not Gwen Stacy. No, she was flanked by two others, exactly identical to her in terms of looks, all three dressed in what looked like Catholic schoolgirl outfits. "What's going on here?"

"Oh, not much, it's just that you got suckered by a trio of sexy creepy blondes!" a high-pitched, spacey, and utterly insane-sounding voice declared. "I gotta say, they're even cuter than the Olsen twins! After all, there're _three_ of them, and the more, the merrier I say!"

Spider-Man dodged a sword slash that could have taken his head off, and he twisted around to shoot a web bullet at what appeared to be a lanky man dressed in a skintight red-and-black costume that vaguely resembled his own. Obvious differences included the swords and guns attached to the man, the utility belt, the lack of a spider symbol, and the much narrower lenses of his mask.

"And just who are you?" Spider-Man asked.

"We are Deadpool!" the man replied. "And we're your worst nightmare made real!"

"You're kidding, right?" Spider-Man asked. "I don't go around advertising my nightmares to any yahoo willing to listen!"

"No, but they've got a knack for digging that stuff up!" Deadpool replied, gesturing to the blonde triplets in the fetishistic schoolgirl uniforms before slashing at Spider-Man again while drawing a gun to shoot him with simultaneously. Spider-Man dodged the sword slashes and gunshots as Deadpool continued to pour on the head. "Wow, you're good at this! You wanna take that act global?!"

"Who are you?" Spider-Man repeated, shooting more web bullets at Deadpool, who just ducked and weaved through them all.

"I told you already, I'm Deadpool!"

"Ok, what do you want?"

"What do I want? What do I want? I want what any self-respecting man wants – a house in the garden, some hot babes to tend to my every need, a picket fence to keep the maniacs out, and lots and lots of guns to kill people with!"

"You are seriously disturbed."

"So are you! Breaking into somebody's workplace to dig up their dirty laundry! If that's not disturbed, I don't know what is!" Deadpool retorted.

"I'm not gonna take this from a sword-swinging, gun-toting lunatic!" Spider-Man yelled, swinging at Deadpool for a direct attack.

"Too bad! You're not so sane yourself these days, and I should know! I got a direct line to the guy writing this piece of crap!"

"What are you talking about?"

"Made you look!" Deadpool answered, punching Spider-Man in the stomach and slamming his elbow into the wall-crawler's back. Spider-Man rolled to his feet and attacked Deadpool again, this time webbing Deadpool's gun barrel closed. "Do I look like I care? I always have more of these honeys!" He pulled out the second gun and started shooting at Spider-Man again, forcing Spider-Man on the defensive again.

_So much for doing this on the low,_ Spider-Man thought.

* * *

Meanwhile, the X-Men, Avalanche, and Cable had run into their own problems in Lightning Tower. At the moment, they were fighting the assembled Thunderbolts, with the exception of Arachne. Citizen V charged at Wolverine with his sword out, only for it to be blocked by Wolverine's claws.

"Pal, I knew Captain America," Wolverine said. "Captain America was a running buddy of mine. And you, bastard, ain't no Cap."

Citizen V smirked beneath his mask. "I keep getting that. What's so special about him, anyway?"

Wolverine snarled and slashed at Citizen V, only for Citizen V to dodge the slash – and duck under a clawed flying kick from X23. A dual optic blast from Cyclops and Cable was similarly deflected by Citizen V's sword, and the reflected force beams forced Jean to create a telekinetic shield to protect everyone. Citizen V caught X23's claws with his sword and kicked her in the stomach, only for her to jump back and kick him in the face with her foot claw out.

"Goddamn you, you little . . . !" Citizen V was cut off by a slash from Wolverine.

"No way to talk about a lady, pal," Wolverine snapped.

Meanwhile, Meteorite beckoned Colossus with a flirty smile. "Come on, big boy. Make my day."

Shadowcat scowled. _Just who does this tramp think she is?!_

Colossus armored up and fought Meteorite, only for Meteorite to prove to be the faster and more agile of the two, flying and flipping around Colossus as though he were stock still. Colossus attempted to attack Meteorite, but Meteorite was darting around him like a fly around a human with a flyswatter. Finally, she just stood stock still, smirking at Colossus.

Colossus charged Meteorite, only to pass right through her thanks to Meteorite turning intangible. That was the moment Shadowcat chose to attack Meteorite, turning intangible as well, only for Meteorite to reach into Shadowcat's chest and grip her heart, causing the younger girl to cry out in pain.

"Shadowcat!" Avalanche shouted, using his seismic powers to shake up Lightning Tower and force Meteorite to let go of Shadowcat. Instead, Meteorite pulled her intangible hand out of Shadowcat's chest and kicked her toward Avalanche. "Kitty . . . you ok?"

"My heart . . ." Shadowcat murmured painfully.

Colossus spun around, just in time for a still-intangible Meteorite to punch through his armored chassis. The blow knocked Colossus for a loop, and Meteorite turned tangible again, just in time for Rogue to grab her with her bare hands and drain her. Meteorite managed to break away before the absorption was complete, but Rogue just smirked at her foe.

"How about we see what it's like when it's a little more even?" she taunted.

Meteorite flew at Rogue, but Rogue dashed up to her and delivered a roundhouse kick that sent Meteorite tumbling through the air. The Valkyrie-esque Thunderbolt bounced back onto her feet and went after Rogue again, but Rogue phased. Meteorite merely smirked and phased as well, and the two of them began to fight each other while phased.

Lightshow was bouncing all over the place at hyper-speed, attacking anyone that got within his incredibly long range, while Dusk was shadow-phasing to strike and evade similar to what Nightcrawler was doing. "He's as bad as Quicksilver!" Nightcrawler uttered, speaking of Lightshow.

"There's someone who's worse," Cable answered.

"Who?"

"Me." Suddenly, a hyper-speeding Cable was attacking Lightshow with a psychokinetic sword.

"What the hell?!" Lightshow yelled.

"Yeah, hell's right here," Cable retorted with a smirk.

"You can't touch me!" Lightshow screamed, attacking Cable even faster than before. Cable blocked Lightshow's attacks with the psi-sword and retaliated with attacks of his own. To everyone else, though, they were detectable only as sparks of light and bursts of psychic force, not to mention the shockwaves from their collisions were so powerful that they knocked over anyone nearby.

Citizen V was thrown into the air by one shockwave, but he took that opportunity to twist around with his sword extended and slash X23. Rogue and Meteorite were operating fast enough to barely see Cable and Lightshow fighting each other, but Rogue grabbed Meteorite and threw her at the two hyper-speeding combatants. Meteorite skidded backward to stop herself from crashing into them, but the shockwave from Cable striking Lightshow with his psi-sword knocked her over – just in time for Rogue to finish absorbing her.

"Hey, Cable, you mind toning it down?!" Cyclops asked. "I can barely stand!"

"Thought I was doing you a favor or three, Slim!" Cable shouted back, but his words came out distorted and too quick to distinguish as separate words. "And that reminds me!" He stabbed Citizen V with the psi-sword. "That's what you get for messing with my favorite girl in the whole wide world." He then spun around with the psychokinetic sword and pierced Lightshow with it, causing the luminous maniac to scream in furious pain.

"What's happening to me?!" Lightshow screamed. "You don't touch me! Nobody touches me!"

"Sorry, did you have some kind of traumatic experience with an older man when you were little?" Cable asked with mock solicitousness. Then he took off his ruby-quartz shades and blasted Lightshow with all his power, slamming him into a wall with the sheer force of the beam.

As Cable finished his confrontation with Lightshow, Psylocke had materialized out of a shadow and sliced Dusk's brainstem with her psychic knife, taking him out of the fight. She winked at Nightcrawler before flipping into another shadow and phasing into the darkness. Just then, Static-X moved in for an attack on Nightcrawler, only to be zapped by a lightning bolt from Storm. To her surprise, Static-X merely seemed to absorb the bolt and integrate it with his own electrical aura. In a burst of speed, Static-X had charged up to Storm and punched her in the stomach.

Nightcrawler launched himself into a chain of teleports to attack Static-X, whose reflexes had been so sped up that he just kicked Nightcrawler when he emerged from his last teleport. "Tough guy!" Wolverine called out. "How about trying _me_ on?"

"Gladly, old man," Static-X snapped, zooming right at Wolverine, who just swiped at him with his claws. Static-X was barely able to dodge in time, and even then he got a chunk taken out of his chest for his trouble. In a bit of irony, Wolverine didn't get off so light himself. Given that metal conducted electricity and Wolverine's entire skeleton was made of adamantium, one could guess what happened when his claws touched Static-X's electrically charged aura.

* * *

Guardian stalked through the halls of Lightning Tower, tracking down the other mutants that had broken in. According to her files, if they matched up with the signatures she was detecting, they were Magneto and his Acolytes. She would have to be careful with these, as they were not nearly as merciful as the X-Men. At least one of them, Sabretooth, was a bloodthirsty berserker who got an unholy thrill from inflicting violence on anyone in his path.

"I'm guessing you're their new model," a sardonic accented voice remarked. "You're awfully pretty for a killer robot."

Guardian turned, unaffected, to see a brown-haired man with red-on-black eyes and a soul patch, dressed in a brown trench coat over a dark gray-and-red suit with knee-high metal boots, and playing with a deck of cards. "Shame you're programmed to kill mutants. I'm thinking of a lot more pleasant things you and I could do together."

"_Mutant signature confirmed. Designation: Remy LeBeau. Alias: Gambit. Mutant ability: Conversion of latent energy to its most active state. Affiliation: Acolytes of Magneto."_

"Oh, you know about that, do you?" Gambit remarked. "Oh, well. Guess that means we'll have to throw down. Shame, pretty lady."

"She's a machine and you're still trying to tap her shiny ass?" a red-haired man in an insulated red-and-orange costume asked. "What's wrong with you?"

"Then they shouldn't have made her so pretty," Gambit replied unrepentantly, smirking at Pyro.

"Why settle for a machine when you could have a real woman?" a smirking blonde in a leather corset, pants, and platform heels asked.

"You ain't my type, Little Miss Mastermind," Gambit answered. "Don't like people poking into my head."

"It's _Lady_ Mastermind," the blonde amended, pouting.

A Japanese woman wearing red sleeves over a black shirt and tight black pants with a red half-cape wrapped around her waist just glared at Guardian, her fingers extending into long blades. Beside her, a savage-looking man in a brown trench coat over dark clothes flexed his own clawed fingers, raring to go. However, they stepped aside for a man in red armor over a skintight black suit and a purple cape, his features obscured by a red helmet with a purple framing where his face could have been seen.

"So this is the new model of the humans' war on our kind," Magneto remarked, looking at Guardian appraisingly. "Insidiously clever, I must admit, dressing up a Sentinel as a human." He looked at the clawed man and woman on either side of him. "Sabretooth, Lady Deathstrike – I want you and the others to deal with this mechanical abomination. _I'll_ find my children . . . and somebody retrieve Deadpool." On that, he turned away from Guardian and made his way toward the cells where the Brotherhood was being held.

"You heard the man," Gambit said, charging his entire deck and throwing all the cards in it at Guardian, who merely stood there and took it. When the smoke cleared from the explosions, she remained standing . . . without a scratch at all. "What the hell is this?"

Lady Deathstrike smirked. "I'm gonna enjoy this!" She charged Guardian and slashed at her with her blade-fingers. Guardian dodged Lady Deathstrike's swipes and kicked her in the stomach, prompting Sabretooth to jump over her and tackle Guardian. Unfortunately for him, Guardian generated an electrical pulse that threw Sabretooth off her.

Pyro turned up the heat, activating his flamethrowers and shaping the jets of flame into a firebird that engulfed Guardian. Unfortunately for Pyro, his firebird failed to do anything about the beautiful killing machine. When the flames cleared, she fired a straight blast of flame-retardant gas that hardened into a cocoon around Pyro, disabling the flamethrower nozzles attached to his arms.

"Damn it!" Pyro swore.

"I'm gonna find Deadpool," Lady Mastermind said, slipping away from the fight.

"Where do you think you're going?!" Sabretooth roared furiously.

"I'm not much of a fighter," Lady Mastermind replied. "I'm better off finding Deadpool and getting him into this."

"You just better get that lowlife punk in here before this robot bitch kills us!" Sabretooth yelled.

"Don't worry, I'm not gonna let you die, you big, cuddly kitty," Lady Mastermind purred as she sauntered away to find Deadpool.

Sabretooth growled and attacked Guardian, which elicited a laugh from Lady Deathstrike. "Frustrated, Creed?" she asked mockingly.

Gambit withdrew his telescoping staff from his inner coat pocket and extended it, swinging the staff at Guardian while amplifying the energy from the swing. Guardian just caught the end aimed at her and yanked on it, pulling Gambit toward her for a kick to the groin. "You don't play fair," Gambit groaned.

"That's what you get for thinking you can score with a machine," Lady Deathstrike mocked.

"Sadist," Gambit mumbled. "You know I don't play like that."

* * *

Elsewhere in Lightning Tower, Deadpool slashed at Spider-Man, who grabbed both blades to block them from taking out a chunk of his flesh. Spider-Man then kicked Deadpool in the chest, knocking him down and casting aside Deadpool's swords. He lunged at Deadpool, tackling him to the ground.

"Hey, this is kinda fun!" Deadpool remarked. "More fun than I ever had with any of my girlfriends!"

"I pity the girl who willingly spends time with you," Spider-Man jibed.

Deadpool kicked Spider-Man off him, only for Spider-Man to flip in midair and land on the ceiling, then throw himself off it to kick Deadpool. To Spider-Man's surprise, Deadpool grabbed Spider-Man's ankle and threw him at the wall. Spider-Man flipped so that he landed on his feet when he touched the wall and sprayed Deadpool with webbing. Deadpool dodged the webbing and picked up his swords.

"Man, my blades got Spidey cooties on them!" he whined. "Asshole!"

Spider-Man made a web-line to swing at Deadpool on, but Deadpool sliced the web, causing Spider-Man to fall. Recovering quickly, Spider-Man dropped onto one hand and spun on it to kick Deadpool in the solar plexus, then twisted onto his feet and fired a web to snare Deadpool with.

"Get over here!" Spider-Man roared in his best imitation of Scorpion from Mortal Kombat, yanking Deadpool over to him with the web-snare while jumping forward to kick him. They met midway, Spider-Man's web-covered red boot slamming into Deadpool's midsection, the impact knocking Deadpool against the wall. "Now, I want some answers! Are you working for Osborn?!"

Deadpool laughed maniacally. "Me? Work for that nutcase? Hell, no! What kind of no-self-respect-having mother – oh, wait, I can't say that in a T-rated fic! – do you take me for?"

"You're _not_ working for Osborn?" Spider-Man uttered in a slightly incredulous tone.

"Nope!" Deadpool replied cheerily. "I may be the kind of bastard who kills people for cash, kicks, or some combo of the two, but I wouldn't work for a total fruitcake like Norman Osborn. I have my pride."

"Then who are you working for?" Spider-Man asked.

"Deadpool, quit messing around," a cold yet sultry female voice ordered, prompting Deadpool and Spider-Man to turn and see Lady Mastermind.

"Yo, Lady M!" Deadpool greeted cheerfully. "I was just having a party of my own! Spidey's good entertainment! Try him out!"

Lady Mastermind glared at Deadpool. "In case you actually give a damn, our teammates are getting the crap kicked out of them by a Sentinel."

"You mean Sexy Killer Ladytron?!" Deadpool asked giddily. "Sweet! I gotta see this for myself!" He turned to Spider-Man and waved jauntily at the web-slinger. "Sorry to cut this short, but my men need me!"

"You're not even the leader!" Lady Mastermind snapped.

"Details, details," Deadpool answered airily. "Point is the people will only care about you guys long as I'm around to keep them interested! I'm world-famous!"

Lady Mastermind shook her head irritably. "Let's go, already."

"Yeah, yeah!" Deadpool groaned. "Sexy Killer Ladytron's still gonna be there!" He and Lady Mastermind left the room, leaving Spider-Man befuddled at the sheer insanity of his erstwhile opponent. Shaking the cobwebs out, Spider-Man looked around and noticed that he was alone in the room.

_The Stepford Triplets must have gotten out while that guy and I were fighting,_ he thought. _I'd better beat it, too._

* * *

He bounced out of the room and sprinted down the halls, fighting through armored guards that thought he was another intruder. They'd guessed correctly, but that was beside the point; right now, Spider-Man had bigger problems, namely his female rip-off swinging in to attack him.

Spider-Man dodged Arachne's attack and retaliated with a kick, only for Arachne to catch his kick. He kicked off with his other foot and twisted into a kick to the side of her head, knocking her for a loop. Despite that, she regained her bearings and spun into a roundhouse punch that Spider-Man barely caught.

_Did he make you, too?_ Spider-Man asked silently as he and Arachne fought. _Was I the prototype for her?_

Interrupting his thoughts was a horrified scream that sounded heart-wrenchingly familiar. "GWEN!" Spider-Man screamed, slipping into a frenzy that made him kick Arachne away and run as fast as he could to find the source of the scream. By the time he got there, he saw a particularly bloody tableau, namely a dead Wolverine with blood leaking from his mouth and a tearfully furious X23 going berserk on the Thunderbolts with clear intent to kill.

_Wolverine's dead?_ Spider-Man thought. _How did _that _happen?!_ Judging by the expressions he saw on the X-Men's faces, they were wondering the same thing. That would be figured out later; right now, someone had to stop X23 before her rampage went too far.

"X, stop!" the guy in the leather overcoat and red shades shouted, tackling X23 and pinning her, simultaneously shielding them both with a telekinetic force field.

"Let me go! Let me go!" X23 screamed. "She killed him! She killed him! _SHE KILLED HIM! She has to die!_"

"Not here," Cable whispered. "Not like this."

X23 just kneed him viciously, using the claw from her foot to wound him. Cable took the injury, not backing down from it. "I can't . . . let you do this, not like you are now," Cable insisted.

Spider-Man quickly discovered the culprit when he saw Meteorite's unrepentant smirk and the blood that was literally on her hands. He didn't know why, but a blood-red fog was creeping over his mind and memories assaulted him. Memories of a prone, close-to-dead Gwen, memories of an unrepentant killer in a garish green costume grinning hideously from joy at the horror he'd caused, memories of so many lives shattered because of that one man.

Before he knew it, he was on Meteorite in a fit of associative rage, his mind linking Meteorite's evil expression to the cruel leer of the Green Goblin. Meteorite might have been stronger, faster, and tougher than Spider-Man overall, but Spider-Man had completely slipped into a berserker rage that the X-Men viewing it discovered was every bit as terrifying as Wolverine's had been. The worst part was that he wasn't screaming or yelling or crying; he was just mercilessly thrashing her without a single word spoken.

Jean pulled Spider-Man off Meteorite with all the power she could muster, her eyes momentarily flashing with fiery energy. Spider-Man struggled against Jean's telekinetic hold, only for Jean's voice to seep into his mind.

_Peter, stop this. Stop it, please!_ Jean psychically pleaded with him. _I know you're angry, but this isn't the answer! This can't be the answer!_

_Stay out of my mind, Jean!_ Spider-Man snapped. _She has to pay for this! She has to pay! She can't get away with this! Not like –!_

_Not like Norman Osborn?_ Jean finished. _Is that what this is about? Your need to make him pay for what he's done to you, what he's taken from you? We're all grieving for Logan right now, Peter, but this can't be about revenge, or we're no better than they are!_

_Who cares about being better than them!? If we weren't so occupied with moral superiority, horrors like them wouldn't exist!_ Spider-Man roared.

_You can't believe that! Isn't that flying in the face of everything your Uncle Ben taught you? Everything that George Stacy helped you achieve?_ Jean reasoned.

Spider-Man stopped in his tracks, flashing back to the two men that had been like fathers to him. However, he was cut out of his pained reverie by the voice of Citizen V. "Time to cut our losses. Come on. We'll take the clone girl with us."

"No, you don't!" Cable shouted, lunging at Citizen V with his psychic sword. Surprisingly enough, Lightshow zapped right into Cable's face and struck him down in one blow, the telekinetic shield Cable erected barely able to cushion the blow enough to keep him conscious.

"Now deal with the rest of them," Citizen V ordered Lightshow.

Lightshow grinned maliciously as his luminosity increased to the point that his face was no longer visible. Furthermore, just looking at him now was enough to blind anyone not wearing protective lenses. "A little something I've been working on for a while. How about . . . Laser Circus!"

The luminosity burst into unrelenting blasts of light that came with tremendous speed and force, knocking all the remaining X-Men, plus Spider-Man and Avalanche, out of Lightning Tower. Spider-Man barely had enough presence of mind to spin a giant web cushion on which they all fell. Cable tore himself off the web cushion, intent on going back in there to fight.

"Oh, God!" Rogue exclaimed in horror. "Shadowcat, Colossus, Storm, Nightcrawler, and X23 are still in there!"

"We have to fall back, at least for now," Cyclops ordered.

"No!" Cable screamed, almost panicking. "We're not falling back! They have Laura! We have to get her back!"

"Our forces are depleted!" Cyclops insisted. "Half our best members have been taken out! What are we going to accomplish by getting ourselves killed?!"

"Still the same old bastard," Cable snapped. "Just like always, even here, huh, _Dad?_" The last word came out as a contemptuous snarl.

The remaining X-Men looked at the arguing duo in shock. Cable . . . was Cyclops's _son?!_

* * *

End Notes: Well, that's a way to end a chapter. Wolverine's dead, X23 is in the clutches of the Thunderbolts (along with a few other X-Men), Spider-Man's close to losing his mind after the revelation that Norman Osborn and he are more connected than he'd like, and things can't get any worse. No, you'd be wrong about that – every time somebody says things can't get any worse, they proceed to get worse, and worse, _and worse!_ Well, not all is as it seems and not all is quite as hopeless as it looks. If you want to know how it's all going to go down, review and read on!


	6. Chapter 5: Heading for the Breakdown

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 5: "Heading for the Breakdown"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Studios, as does Spider-Man. I make no money whatsoever from this story.

Author's note: Sorry for being away from this story so long, again. I offer no excuse other than life keeping me busy and various ills that struck down my laptop. Aside from that, I'm ready to write again, and I should say this – the ante is going to be upped in this chapter, what with last chapter killing off Wolverine and revealing the true nature of Spider-Man's powers, not to mention that not-so-little thing about Cable being Cyclops's son from the future. Just why does he hate dear old Dad so much, and what does it have to do with X23? For the answers to that question and others, read on!

Special note: If you get a Review Reply from JOUNOUCHI-sama, that's because he's my partner in this and he helped me with many of the ideas in this story. He's as much a part of this as I am, so show him the proper respect.

* * *

The X-Men and Spider-Man looked at Cable in shock. _He was Cyclops's son?_ "Explains the taste in eyewear," the web-slinger commented.

"You wanna explain that?" Cyclops asked.

"Not right now," Cable replied brusquely. "I'm going to save Laura, like it or not."

Cyclops placed a hand on Cable's arm to interrupt just as Cable was about to leave, and all that got him was a punch to the jaw that knocked him down. Jean immediately moved to his side, trying to see if Cyclops was all right. "What was that for?" she asked Cable angrily.

"Oh, I dunno, the last twenty years?" Cable answered sardonically, but with an undercurrent of fury behind it. "Screw this. I have more important things to do." In a whoosh of lightning speed, Cable had reentered Lightning Tower, intent on saving X23.

"I don't know about you guys," Spider-Man said, "but I've got unsettled business in there. Later." He jumped onto Lightning Tower's façade and began the climb back inside, leaving the X-Men to look at each other questioningly.

* * *

Inside Lightning Tower, the Thunderbolts faced off against the Acolytes. "You've made a serious mistake," Magneto stated coldly, having found Pietro, Wanda, Todd, and Fred. "Not only in going after my children, but also in murdering Wolverine. You will learn the price of your error . . . starting now."

"Ooh, tough guy . . ." Citizen V mocked. "What are you going to do?"

Static-X flared his electrical aura and charged Magneto, only for his punch to be effortlessly absorbed by the magnetic field surrounding the Acolytes' leader, who just smirked at him. "Did you really think my power was limited to metal?" With a contemptuous magnetically powered shove, Magneto threw Static-X aside before glaring coldly at the Thunderbolts. "Who else?"

"Yeah, who else wants a piece?" Deadpool shouted.

"Bring it!" Citizen V challenged.

That was when Deadpool drew both swords and lunged at Citizen V, who blocked Deadpool's twin katana with his singular sword. "Man, I knew Wolverine. Wolverine was a cool guy! He was a friend of mine, damn it! And you jackasses killed him!" He then burst out laughing. "Damn, man, I didn't even like the guy that much. Too serious for me, but he ain't dead. You idiots think getting his heart ripped out's gonna do it? He got flayed to the bone by a big bomb once! That didn't kill him, but there was some bull-crap involving him wrestling with the Grim Reaper for his life back each time he died! Man, that was messed-up!"

"Don't you ever shut up?" Citizen V yelled.

"That's what we've been wondering," Gambit remarked offhandedly.

Sabretooth stared at Meteorite. "You killed the runt. Damn bitch. He was _mine_ to kill!"

"You're just jealous that I got him first," Meteorite sneered. "Isn't that right, Saber-kitty?"

Sabretooth roared and charged at Meteorite, intending to rip her apart with his bare claws. Of course, Meteorite just phased through him and then fired a photonic beam at his back once solid again. Sabretooth crashed into the wall, but didn't show any sign of being slowed down; healing factors were really good for that sort of thing. Meteorite just laughed.

"Come on, big boy. Make my day."

Pietro looked at the other Brotherhood members. "Who wants to get in a little payback?"

"I do! I do!" Todd shouted.

Wanda just smirked. "I'm game."

"Yeah, let's show these Thunderbolt punks how the Brotherhood plays," Fred agreed.

"And the Brotherhood plays rough!" Todd finished.

Pietro dashed at Arachne, who merely jumped over his head and twisted around to kick him in the back, sending the speedster into a high-speed impact with the wall. "Nailed by Spider-Chick!" Fred shouted. "Holy crap, how did that happen?"

"Just shut up and get her!" Pietro yelled.

Todd lashed out with his tongue, but Arachne caught it with her two fingers and pulled hard, yanking Todd over to her with a whiplash effect that was compounded by a brutal punch before she tossed him aside. Lady Deathstrike went after Arachne, claws extended for a fatal strike at the female web-slinger's jugular, only for four giant spider legs to rip out of Arachne's back and strike the cyborg mutant.

It was at that moment that Cable and Spider-Man intruded, Cable brandishing a dual-bladed ice lance. "Give . . . Laura . . . back . . . _**NOW!**_"

"Laura who?" Citizen V asked.

Deadpool just laughed. "Well, if it isn't my old running buddy Cable! Looking awfully young and handsome there!"

"Do we know each other?" Cable asked.

"Not in this life we don't!" Deadpool replied. "Our friendship, though, is the stuff of legend in the actual comics. Just one thing: The readers were there for me!"

"Right . . ." Cable drawled.

"It's ok," Gambit said. "We don't understand this man here, either."

"I don't think he understands himself," Spider-Man muttered.

"And if it ain't Mr. Broody-Webs himself!" Deadpool shouted. "Didn't think I'd be running into you again so soon!"

"Never mind," Spider-Man snapped, turning to the Thunderbolts. "What have you done with the X-Men?"

"Hey, I thought you were just in it for revenge on Osborn!" Deadpool commented. "Didn't think altruism was your style anymore!"

Spider-Man snorted. "A lot of things are or aren't my style. You don't know me."

Citizen V threw Deadpool off him and pointed his sword at Cable and Spider-Man. "Let me guess, you're sweet on the clone."

"Her name's Laura," Cable spat. He lunged at Citizen V, only for the patriotically garbed Thunderbolt to cut the ice lance in half. Taking it in stride, Cable picked up both pieces and slashed at Citizen V with them.

"Hey, it's Spider-Man!" Todd shouted. "Dude, I really could use your help. Your sister, cousin, girlfriend – I don't know – she's kicking our asses!"

"Far be it from me not to help a man in need," Spider-Man replied. "But I want a favor."

"Anything, man!" Todd pleaded.

"Bathe," Spider-Man answered. "That's all I ask of you. In return, I'll kick her ass for you. Besides, she's stealing my trademark . . . and nobody steals my trademark."

"Thank you, thank you, thank –" Todd stopped himself. "What do you mean 'bathe'? I bathe plenty! Once every month!"

"I can tell," Spider-Man drawled. "But seriously, whose side am I supposed to take? Technically, you're _all_ bad guys."

"Do what I do," Cable suggested. "Pick the least evil of your options."

_Mutant troublemakers on one side, people who want to capture and possibly kill mutants on the other side, mutant terrorists on yet another side . . ._ Spider-Man mused. _Well, nobody ever said life _wasn't_ full of choices._

While the web-slinger internally debated his options, Dusk had attempted to sneak up on him. That got him an elbow to the jaw from Spider-Man, who hadn't even been looking at him. "Ok, time to get serious." He made a running jump and threw himself into a flying kick aimed at Arachne, who caught him by the ankle and threw him at the wall. Spider-Man kicked off the wall, performed a cartwheel in midair, and descended with a punch, only for Arachne to catch it with her open hand.

The two web-slingers twisted around each other, each attempting to get in close for a solid hit. Unfortunately, it felt a lot like fighting a mirror image, as everything he tried was brutally countered. Even more troubling, Arachne had some tricks up her sleeve that Spider-Man didn't, like four giant spider legs that could rip out of her back at will.

Spider-Man attempted to web Arachne's spider legs, but Arachne simply cut through the webs with her legs and resumed attacking Spider-Man. "This . . . could be a problem," Spider-Man mumbled.

Cable summoned a psychokinetic sword to do battle with Citizen V, who was still slashing at him with his vibranium sword. "Let's see how good you are with your bare hands," Cable snapped, and warped the metal of his opponent's sword into uselessness before psychically ripping it out of his hands and throwing it at a wall.

"Hey, watch it!" Spider-Man shouted, back-flipping out of the way of the flying sword. At that moment, Arachne attacked him again with the giant spider legs growing out of her back, only for Spider-Man to grab one of those legs and use it to yank her toward him. Despite that, she still reacted fast enough to kick Spider-Man in the solar plexus and back-flip while using the spider legs for balance.

"You want me to beat you to death?" Citizen V asked. "I'm fine with that."

"Actually, I just want to know what you've done with Laura," Cable snapped. "And if you don't talk . . . I can always rip the answer out of your head."

"Bring it," Citizen V taunted.

A second later, Cable had flashed behind Citizen V, and several seconds later, Citizen V fell to the ground bleeding. "Consider it brought."

He then turned to the other Thunderbolts with a dark smirk. "Who else wants some?"

Meteorite flashed in front of Cable. "You don't scare me." That was right before she socked him in the face, sending him into and through a wall. "See? Nothing special." Then she felt someone tapping her shoulder. Her response was to grab the person's hand and begin squeezing, which turned out to be a bad idea, as that simply resulted in a psychic knife being jammed through her head.

"Your body might be untouchable, but your mind? Not so much," Cable commented as Meteorite fell to the ground. He smirked. "And now I know where everybody else is. Later." With a puff of smoke and the scent of brimstone to alert everyone to his former location, Cable was gone.

Meanwhile, the remaining X-Men and Avalanche were using Cable and Spider-Man's battle with the Thunderbolts and the Acolytes as a diversion to concentrate on finding their comrades. Along the way, they ran into Cable, who was quite mercilessly knifing the guards in the backs of their heads with his psychic blades on his way to where the others were being held.

"Somebody's got rage issues," Rogue commented.

"It's Kitty I'm concerned with, not this guy's rage issues," Avalanche said. "Far as I'm concerned, they had it coming."

"Let's catch up with him before he kills someone," Cyclops said, and with that, the X-Men (plus Avalanche) followed Cable.

"Stay out of my way," Cable whispered menacingly. "That's the only way I'll let you follow me."

"They happen to be our friends, you know," Jean remarked.

"Whatever," Cable muttered.

"No, not 'whatever,'" Jean retorted. "We're working together on this, whether you like it or not."

"You're not my mother," Cable hissed, just before more guards came to stop them. He began teleporting in fits, striking down guards in between seemingly random appearances and disappearances. The ones who managed to get past Cable were taken down by Cyclops's optic blasts or Jean's telekinetic attacks or Psylocke's martial skills or Iceman's frosty blasts.

When it was all over, the enigmatic young mutant from the future looked down at the fallen guards. "You worry about the others. I'm going for X23."

"Why?" Rogue asked.

"Because she's the one they really wanted," Cable replied. "The rest of you are just collateral." Then he teleported out, in the same smoky brimstone Nightcrawler was known for.

_

* * *

_

This is just perfect,

Spider-Man thought bitterly as Lightshow zipped around him, attacking him from seemingly every imaginable angle. _This Cable character leaves me alone in the middle of a free-for-all. And the worst part is that this guy is too fast for me._

Indeed, Lightshow was too fast for Spider-Man, even with his spider-sense and his reflexes. However, Spider-Man got lucky when a blue aura engulfed Lightshow, trapping him against the wall. The web-slinger turned around, looking for the source of his reprieve, and found Wanda with her arms outstretched.

"I guess I have you to thank?"

"Just help us kick their asses and we're even," Wanda replied.

"Sure," Spider-Man conceded.

"_Target analysis complete,"_ Guardian whispered. _"Subject: Spider-Man. Known abilities: Superhuman strength, speed, and stamina; adhesion to virtually any surface; heightened senses specially attuned to imminent danger. Source of abilities: Genetically modified human."_

"So who or what is she?" Spider-Man asked.

"She's a Sentinel," Magneto replied, "a weapon against our kind. No mercy should be shown to her."

"I'm really quite reluctant to kill anything with a face," Spider-Man remarked sardonically.

"Punk," Pietro muttered.

Gambit drew and extended his quarterstaff, while Deadpool unsheathed his dual katana and Lady Deathstrike extended blades from her fingers. Citizen V shifted into a combat stance, while Static-X, Arachne, Dusk, and Guardian flanked him in battle-ready poses. Citizen V chuckled when he saw the combined forces of the Acolytes, the Brotherhood, and Spider-Man.

"Outnumbered and outgunned," the patriotically garbed Thunderbolt commented. "I like those odds."

"Prepare to like them a lot less," Magneto threatened, as the walls began to warp and twist around them.

"Master of magnetism . . ." Dusk muttered. "Today must be our lucky day."

Sections of the wall ripped apart and lunged at the Thunderbolts, who all took evasive measures. Guardian turned her arm into a blade and sliced at the fragments of wall, while Dusk dived into the shadows and the others dodged with inhuman agility. Spider-Man jumped onto one of the larger wall fragments, fired a pair of web-lines at the far wall, and sprung at Citizen V, using the wall fragment to reinforce his kick.

As Spider-Man twisted acrobatically away from Citizen V, the field commander of the Thunderbolts grabbed the wall fragment and used it to slash at the web-slinger's leg. Spider-Man just barely managed to evade it in time to avoid anything more serious than a shallow cut on his leg and yet another tear in his costume. In retaliation, Spider-Man fired a web-line and used it to twist around for a kick to Citizen V's face.

It wouldn't be that easy for the Thunderbolts to dodge, as Pyro began reinforcing the wall fragments with flames, making the situation much hotter – no pun intended – for them. However, Guardian just morphed her arm into a rifle and began shooting flame-retardant liquid out of it, weighing down the wall fragments and extinguishing the flames. She stared at Pyro and pointed the flame-retardant rifle arm at him.

"Take this!" Pyro yelled, turning up his flamethrowers and forming a giant dragon out of the flames that he launched at Guardian, intending to scorch her until there was nothing left. Guardian just shot a high-powered blast of flame-retardant liquid at the dragon, snuffing it out before the liquid practically drowned Pyro, effectively making his flamethrowers useless.

Lady Deathstrike fought Arachne, who used her spider legs to block the cyborg mutant's slashes with her blade-fingers. "Slippery little bitch," Lady Deathstrike hissed angrily.

Arachne merely sprayed Lady Deathstrike with copious amounts of webbing to trap her, but Lady Deathstrike furiously sliced through the webs and managed to slash her across her masked face. Arachne didn't even recoil, grabbing Lady Deathstrike's wrist and crushing it brutally before kicking her in the stomach with enough force to send her flying.

"What kind of freaky chick is she?" Pietro asked. "She didn't freak for a moment!"

"Not all girls flip out as soon as you cut their faces," Wanda replied dryly.

"Try that crap on me, Spider-Chick!" Fred taunted. "See what happens to you!"

Arachne took him up on that, grabbing him by his extremely chubby chin and lifting him off his feet – with just one hand. "WHAT?" Fred shouted. "You can't do that! You _can't do that!_"

She then threw Fred through the wall, through _several_ walls at that, before tearing off her damaged mask and the red wig. Todd just looked at her in horrified astonishment before chuckling nervously. "Don't hurt me . . ."

Wanda growled. "You're pathetic, Toad."

Arachne's exposed face was covered in some kind of black insect-like carapace, but it exposed green eyes and long white hair. Pietro snorted. "I don't care how freaky-sexy you are, you're going down!" he shouted, and sped at Arachne to throw a barrage of high-speed punches at her. Arachne merely webbed his arms at first opportunity and swung him around before releasing him with enough force to send him into the wall.

"Father, do something!" Wanda pleaded. "She's going to kill him!"

"I think we should give the little spider a hand, no?" Gambit suggested.

"Which one?" Deadpool asked. "Because if you want us to help the girl, I'm just gonna say you've gone even crazier than me. But if it's Spidey, hell, yeah, we can probably do that since he's not trying to kill us." He looked around. "Holy crap, the poor kid looks like he's having some trouble. Don't worry, Spidey; Uncle Deadpool's got your back!" Deadpool charged into the fray with both katana out, swinging them at pretty much anyone that got within range.

Static-X grabbed one of Deadpool's blades, but Deadpool twisted a bit and ripped the katana out of his hand, leaving Static-X with a handful of blood. "Respect the blade!" Deadpool shouted. "I got this thing made by the same guy who made the one Hiro uses in _Heroes!_"

Dusk attempted to attack Deadpool from the shadows, but Deadpool dodged and slashed at Dusk, who retreated into those same shadows. Guardian speared Deadpool on a hyperextension blade, but Deadpool merely slid himself down on it by using his blood as lubricant and slashed Guardian in the throat before pulling himself off. He then stabbed her in the stomach and kicked her hard enough to snap her neck.

"You're not gonna finish her that easy," Citizen V remarked.

"You wanna be next?" Deadpool asked.

"Am I sure I want you watching my back?" Spider-Man asked.

"Beggars can't be choosers!" Deadpool retorted. "That's something my dad taught me before he died of liver failure from all the alcohol he loved so much!"

Citizen V drew three star-shaped shuriken before throwing them at Deadpool and Spider-Man, the latter dodging and the former blocking them with his katana. Spider-Man's spider-sense went off just in time to dodge a fusillade of pulse blasts from the rapidly healing Guardian. Deadpool wasn't as lucky, as the pulse blasts battered him with such force that it ripped his costume, revealing hideously scarred flesh.

"Damn . . ." Deadpool muttered. "That's some firepower." He got up, brandishing his katana. "Do it again, bitch! Do it again!"

Guardian opened fire on Deadpool, only for Deadpool this time to begin waving his arms like some kind of insane windmill, using his katana to block the pulse blasts. Like a berserk propeller, Deadpool whirled around, blocking Guardian's pulse blasts until he was close enough to strike, this time impaling her throat and her chest with both blades.

"See if that takes care of you now," the red-clad mercenary grumbled.

Meanwhile, the unmasked Arachne was fighting Gambit. To be more accurate, Gambit was swinging his staff at her and throwing his charged cards at her while Arachne batted them away with her spider legs. She shot a web out to grab his staff, but Gambit charged his staff so that the kinetic current passed through the web. Arachne let go of the web and attacked Gambit with her spider legs, only for Gambit to slide under her and sweep her legs out from under her.

Arachne just caught herself on her outstretched hand and twisted on it to kick Gambit before acrobatically twirling onto her feet. That was when Sabretooth stomped onto the scene, attacking Arachne with all the animal ferocity he was infamous for. Arachne sidestepped each of Sabretooth's attacks, angering Sabretooth more and more each time.

"Stupid spider-bitch!" Sabretooth snapped, lunging for her face.

Arachne's answer to that was to web Sabretooth in his face and then trap the rest of his body in a web cocoon. If her expression could be deciphered at all, it would have said something like, "Who are _you_ calling stupid?"

"Lady Mastermind, have you had any luck penetrating her mind?" Magneto asked.

"No," Lady Mastermind replied. "Whatever mental shields Osborn erected for her, they're good."

Magneto turned to the telepathic triplets in the schoolgirl uniforms, nicknamed the Stepford Cuckoos by Deadpool. The name had its . . . charm, for lack of a better word. "How about you three?"

"No," the first Cuckoo replied, "she is . . ."

". . . unassailable by . . ." the second Cuckoo continued.

". . . our powers," the third Cuckoo finished.

"Personally, I say we cut our losses and get out of here," Gambit said. "We got what we came for."

"You have a point, Gambit," Magneto replied. "Discretion is the better part of valor." He smirked as he looked at Wolverine's corpse. "But we'll be taking a souvenir of this event." Using his magnetic powers, he lifted Wolverine's body while the metal orbs that the Acolytes used to travel came for them.

* * *

That was when X23 arrived with the other X-Men. "Where do you think you're going!" she yelled, unsheathing her claws and lunging at Magneto, who merely blocked her attack with an outstretched hand before sending her into the wall.

"Magneto!" Cyclops shouted. "Drop Wolverine right now!"

"Unfortunately, Cyclops, I cannot do that," Magneto replied. "A noble warrior he was, and a noble warrior he died. But he shall rise again." He placed Wolverine's body inside his metal orb and gave a parting look at each of the assembled X-Men before settling on Cable. "I don't believe we've met."

"No, but let's just say we're really familiar where I come from," Cable answered. "Now let go of Wolverine!"

"No," Magneto stated with cold finality. "Goodbye."

He, the Acolytes, and the Brotherhood – aside from Avalanche – stepped into their orbs, which began to float away. "Get back here!" X23 yelled furiously, chasing the orbs before attempting to latch onto one of them with her claws. Unfortunately for her, that orb had a special defense, an electrical field that threw her off it. Just before she could hit the ground, Cable teleported below her and caught her.

"Let me go! Let me go!" X23 screamed, thrashing in Cable's grip. "We have to get him back! We have to!"

"Laura! Laura! We will . . . but right now . . . we need to get out of here," Cable whispered.

Just then, Citizen V got up. "You wanna fight, clone girl?" he taunted her. "Bring it. Take your best shot."

X23 forced herself out of Cable's grip and lunged at Citizen V, her foot claw aimed for his eye. At that moment, Arachne tackled X23 away from Citizen V while Cable unleashed a massive barrage of ice spears that flayed the patriotically garbed Thunderbolt alive. The end result was a lump of flesh with bloody scraps of costume still attached to it.

"That's what he gets for touching her," Cable snarled.

"I think I'm gonna be sick," Nightcrawler mumbled.

"Yeah, me, too," Iceman agreed. "Especially since those are _my _powers he used like that!"

"Grow up, you big babies," Cable muttered before teleporting away, leaving the X-Men and Spider-Man alone to deal with the ones still capable of fighting.

X23 punched Arachne in the stomach, simultaneously impaling her on the claws that were still extended. She added injury to injury by kick-slashing her with her foot claws, before Spider-Man webbed Arachne to the wall. "We should get out of here," he warned. "It's not gonna take long for reinforcements to show up, what with the ruckus we've caused here."

"Spider-Man's right," Cyclops admitted. "We need to get out of here." He looked at Spider-Man. "You can come with us, if you want."

"No thanks, Cyke," Spider-Man replied wearily. "I've had enough." He turned to Shadowcat, Nightcrawler, Rogue, Iceman, and X23. "I'll see you guys at school." Having said goodbye, he jumped out and fired a web-line on which to swing away, leaving the X-Men alone.

"Damn it!" Cyclops swore, punching the wall in frustrated grief. Jean put a hand on his arm, trying to calm him through their mental bond.

"Wolverine wouldn't want us to fall apart now," she said.

"I can't believe it . . ." Nightcrawler uttered quietly, stunned beyond all belief.

"I know," Shadowcat murmured solemnly. "Logan . . . he's . . . he's gone."

X23 just collapsed on her knees, broken sobs escaping the girl's lips as her claws extended. "NNNOOOO!"

* * *

End Notes: There you have it – Wolverine is dead and so is Citizen V, and considering the general atmosphere, it seems like a good number of people could be next. Just what does Magneto intend to do with Wolverine's corpse and is this the last we've really seen of Emil Blonsky? What is Cable's true connection to the X-Men, especially X23, and what does it have to do with why he's come to this time from the future? For the answers to those questions and others, you'll just have to read further. Thanks for sticking it out.


	7. Chapter 6: Stained With Love

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 6: "Stained With Love"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Studios, as does Spider-Man. I make no money whatsoever from this story and I am only doing this for my own entertainment and hopefully yours as well.

Author's note: Wolverine is dead, and so is Citizen V. Of course, the X-Men can take no comfort in Citizen V's death, for Wolverine's body is still with Magneto and who knows what Magneto intends to do with it? Also, Citizen V may not be as dead as he looks and even if he is – Norman Osborn likely has a replacement on the way. The question still remains: What does he – or rather, what do his backers – want with X23, and why is Cable so determined to protect her? Speaking of Cable, what are _his_ secrets, and how will their exposure impact the X-Men? Last and possibly most importantly, how will the events of the last two chapters impact Spider-Man's relationship with the X-Men? For the answers to those questions and others, read on!

* * *

The X-Men sat in the living room of their mansion, still struggling to process what had happened. Their wounded were recovering in the infirmary, but "wounded" was a relative term; even those who weren't physically hurt were hurt in other ways. The only sound that could be heard was a painfully familiar and repetitive _"snikt!"_

Several of the younger X-Men kept looking at X23, whose expression was one of near-demonic rage combined with all-too-human grief, the grief of a daughter who had lost the closest thing to a father she'd ever had. The sound of her claws unsheathing and retracting was a poignant reminder of just what they'd lost.

"You're certainly a sorry bunch," a gruff voice remarked.

Cyclops turned and saw the familiar eye-patched visage of Nicholas Joseph Fury, head of S.H.I.E.L.D. "Fury," he spat. "What do you want?"

X23 had a less subdued reaction to Fury's presence, her claws staying unsheathed in preparation to attack the man, as if her snarl didn't give it away. Fury just smiled wryly. "I certainly see the family resemblance," he remarked. "But I didn't come here to talk about old times."

"Then what did you come here for?" X23 snapped.

Xavier wheeled himself over to Fury. "I'm sorry, Fury, but you have to understand that this is a difficult time for us. We lost someone who was a dear friend – and even a father to many who live within these walls."

"You're not the only ones hurting," Fury admitted reluctantly. "Logan and I weren't what you might call friends, but I respected the hell out of that man, which is why it shames me to say that some of my people had a role in his death."

"Your people?" Rogue asked. "You mean somebody in S.H.I.E.L.D.'s supporting the Thunderbolts?"

"Exactly," Fury replied. "The situation with the increasing numbers of mutants and external mutations has got some people scared out of their wits that there'll be more Magnetos. Unfortunately, they believe that the solution is to either lock you all away forever or turn you into living weapons to be used for 'the good of humanity.' It's a notion I've tried to disabuse my people of, but there are always the malcontents, and it seems that some of them have banded together to oust me. The Thunderbolts are part of their plan, obviously."

"Who are they, really?" Shadowcat asked. "I know they're not heroes. Way too ruthless, and they love their job too much."

"You're right," Fury confirmed. "The Thunderbolts are transhuman criminals that were locked up in the highest-security prisons possible for their kind of threat, but they were secretly released and given new identities, then repackaged as potential replacements for the Avenger program."

"And people would just eat it up because they're that scared of mutants," Cyclops muttered bitterly.

"Not to mention that they gained a certain degree of legitimacy after their fight with Spider-Man," Fury added, "given that he's about as distrusted as you guys."

"Why would Spider-Man go after the Thunderbolts in the first place?" Jean asked.

"Because of the public face of the Thunderbolts," Fury explained. "Norman Osborn. Publicly, he's a defense contractor specializing in biochemical warfare of the 'human enhancement' kind. His key project was a replacement for the more esoteric Super-Soldier Serum that created Captain America, but it wasn't ready for primetime. Osborn got desperate when he saw his competition pulling ahead of him and so he tried it out on himself. The result was a super-strong, super-fast, super-tough, super-smart, _and_ super-insane killer dubbed the Green Goblin by the _Daily Bugle._"

"I think I know where this leads," Nightcrawler mused sadly. "Spider-Man tried to stop him, and it made Osborn crazy."

"Of course it did," Fury scoffed. "Osborn's an arrogant man, beyond all else, delusions of grandeur and all. Stopping Spider-Man was initially a matter of pest control for him, but as Spider-Man continued to get in the way, Osborn grew more and more obsessed with him. Their last fight, before Osborn put away the goblin costume and tried to beef up his public image . . . there was a girl named Gwen Stacy. She's in a coma now, and there's virtually no chance that she'll ever wake up."

The X-Men looked horrified, before Storm spoke up. "Gwen Stacy? What does she have to do with Spider-Man?"

"She was dating the man behind Spider-Man's mask," Fury replied.

"No wonder he's so angry with Norman Osborn," Jean uttered in sorrowful realization. "He must have loved that girl a lot."

Cyclops just stared in contemplation. He had thought Spider-Man was a dangerous loose cannon, and maybe he was right about that, but after hearing what Fury had just said about Spider-Man's reasons for going after Osborn, he had to admit that he was scared. He was scared because he knew what it was like to love someone that deeply, love them so much that if they died, it would feel like the world had fallen apart.

_Just what would happen to me . . . if Jean wasn't here anymore?_ Cyclops wondered morbidly.

_You won't have to wonder that for a long time, Scott,_ Jean whispered telepathically. _I promise._

_Thanks, Jean,_ Cyclops answered.

"How do you know so much about Spider-Man and Norman Osborn?" Psylocke asked.

"Information is my business," Fury replied, "particularly when it comes to potential threats to national security. And Spider-Man is of special interest to me because he and Osborn are more closely connected than they seem to be."

"What do you mean by that?" Psylocke asked.

"On a need-to-know basis," Fury answered. "Right now, you don't need to know that. What you do need to know is that Spider-Man is a wildcard in all this. Osborn's obsessed with him, and that obsession will work against him in the end. In the meantime, I want you to keep a friendly eye on the web-head."

"You mean you want us to spy on him for you?" Iceman asked.

"You go to school with him, right?" Fury asked. "Shouldn't be that difficult."

"Now hold on just a minute!" Shadowcat exclaimed. "I don't know about the rest of you, but Spider-Man hasn't done anything wrong!"

"It's not about what _he's_ done, it's about what _you_ need to do to make sure someone like Osborn doesn't get his hands on X23," Fury replied firmly.

"Because you wouldn't have an ulterior motive when it comes to X23, right?" Psylocke jibed darkly.

"That girl's chromosomes are a map to the secrets of sustainable bio-replication," Fury answered. "Plenty would give an arm and a leg – or as many arms and legs as manageable – for her, including your old friends at S.T.R.I.K.E. Fortunately, I have someone who can help you there."

"Who?" Colossus asked, speaking for the first time.

One small spatial distortion later, a dark-skinned man wearing a cowboy hat, "lawman" shades, and beaten leather jacket appeared between Fury and the X-Men. "X-Men, I'd like you to meet Kestrel," Fury introduced the man. "You can also refer to him as John Wraith."

"Is he supposed to replace Wolverine?" Cyclops asked angrily. "Because I'm sorry, but Wolverine's a lot more difficult to replace than you think!"

"No, I'm not," Wraith answered coolly. "But James and I were friends. I owe him my life, and this is my way of doing right by him."

"Like Wolverine, Kestrel here was part of the Weapon X project," Fury explained. "They were brothers-in-arms, almost, and it was because of that friendship that Kestrel left Weapon X after finding out what they'd done to Logan."

X23 glared at Wraith, who just stared back. "Yeah, you're definitely his kid," Wraith remarked amiably.

"In any case, Kestrel's here to provide plausible deniability," Fury stated. "Officially, S.H.I.E.L.D. is supposed to have nothing to do with you unless you place yourselves under our umbrella by committing a terrorist action or, more preferably, joining us. Since Kestrel's an off-the-grid operative, his helping you take down the Thunderbolts can't be officially traced back to S.H.I.E.L.D."

"Which means you're in the clear," Rogue concluded sourly.

"What can he do?" Nightcrawler asked. He got his answer when Wraith suddenly appeared behind him.

"I can do that," Wraith replied with a slight smirk. "And that." This time, his voice came from behind Rogue, who would have attacked had Wraith not popped out and reappeared between Cyclops and Jean. "Hello, lovebirds."

"Yeah, you and Nightcrawler will get along great," Cyclops grumbled.

"I'm guessing Wolverine got his fashion sense from you?" Shadowcat remarked.

"Let's just say we rubbed off on each other," Wraith replied, "popping" back into existence near the ponytailed girl.

"Yeah, you'll _really_ get along great with Nightcrawler," Shadowcat remarked, prompting a low chuckle from Wraith.

* * *

Meanwhile, Spider-Man had changed back to regular Peter Parker and was just slipping into the house when he saw Aunt May waiting for him. "Hello, Peter," she greeted him sternly.

"Uh, hi, Aunt May," Peter answered. "How are you doing on this fine evening?"

"Don't try to be funny with me, Peter," Aunt May responded just as sternly as she'd spoken when she greeted him. "Where have you been going?"

"Nowhere," Peter replied. "Just out and about, trying to get some air."

"You wouldn't be involved in anything dangerous, would you?" Aunt May asked.

"No, not at all!" Peter denied.

"Then why do you keep coming home with bruises?" Aunt May asked. "And why have you taken to washing your own clothes lately?"

"I've taken up painting," Peter lied. "It gets awfully messy and I don't wanna trouble you with cleaning it up, especially since the solution needed to properly clean it out would wreck your clothes."

"Lie to me if you want, but don't treat me like I'm an idiot," Aunt May retorted, her icy tone signaling to Peter that she was very quickly losing patience with him.

"I'm serious!" Peter insisted.

"Right," Aunt May commented sarcastically. "Would you be using a lot of reds?"

"What's that supposed to mean?" Peter asked.

"I don't know, what's it supposed to mean when my nephew keeps coming home looking like hell?" Aunt May shot back.

Peter looked down, too ashamed to meet her gaze.

"Then I'll tell you, and you can stop me when it starts sounding familiar," Aunt May went on. "I moved us to Bayville precisely to stop you from killing yourself like this. I know you're grieving for Gwen, but –"

"I'm the reason Gwen is in a hospital bed hooked up to machines right now!" Peter exploded. "That monster would have never targeted her if it wasn't for me!"

"Peter Benjamin Parker . . . what happened to Gwen is no reason for you to give up on your life," Aunt May replied. "You're not responsible for what that man did to Gwen. That's what he wants you to think. Men like that don't want to accept responsibility for the harm they do to others, so they pretend that if everyone had just let them have their way, nobody would have had to get hurt. Except that's not the truth; men like that are devoid of conscience or empathy for others and would quickly resort to hurting others because they feel that's the only way they can prove they have power over them."

"Wait . . . you know?" Peter uttered.

"Yes," Aunt May admitted.

"Why didn't you say something?" Peter asked, his shock turning to anger.

"Why didn't _you?_" Aunt May retorted. "At first, I thought you'd tell me when you were ready, but I eventually saw that you had no intention of telling me. Why? Were you ashamed? Did you think I wouldn't be able to handle it?"

". . . yeah," Peter confessed. "After losing Uncle Ben, I was worried you wouldn't take me being Spider-Man so well, especially since . . . it was my fault he died."

"What have I told you about blaming yourself for what other people choose to do?" Aunt May asked sternly. "You caught that man. You made sure he didn't get away with what he'd done to our family."

"But he wouldn't have been able to kill Uncle Ben if I hadn't let him go in the first place!" Peter insisted. "When I got these powers, I thought I could use them to make money, make sure you and Uncle Ben never had to worry about bills again. So I made the costume, slipped into an underground MMA circuit, and fought their reigning champion for some prize money.

"But the guy in charge was expecting me to lose so he could keep the money all to himself and when I won, he wouldn't cough up the dough. I got pissed . . . and then this hood came in and took the money – and I let him walk, because I wanted some payback for that jerk stiffing me out of what he owed me. That's why it's my fault Uncle Ben's dead. If I hadn't been such a selfish bastard, he'd still be with us."

"And that's why you've been playing superhero for the past year or so," Aunt May concluded. "To atone for Uncle Ben?"

"To live up to the man he believed I could be," Peter replied somberly.

Aunt May smiled softly. "You've done a good job of that."

Ironically, that just made Peter even more ashamed of himself. He hadn't been doing such a good job lately of living up to his Uncle Ben's lessons of the responsibilities inherent to great power. He'd walked the path of vengeance, cut ties with his old friends and with those who could have been his friends out of the belief that anyone he got close to would only be a target for his enemies, and made himself into something his Uncle Ben would most assuredly _not_ be proud of.

"It's not fair," Peter muttered. "Why did she have to . . . she didn't do anything to anybody! And the guy that did it is still out there, free as a jaybird after everything he's done, after all the misery he's inflicted!"

"Please calm down, Peter," Aunt May admonished quietly, placing her hands on his shoulders. "You've done more good as Spider-Man than you realize. Think about how many people would be hurt or dead now if they hadn't had you to come and save them, to fight for them against the people who think nothing of hurting others just to get their way. For all the harm people like J. Jonah Jameson like to say you've caused, a lot more people are alive and healthy today because of you. I want you to remember that."

"Thanks, Aunt May," Peter whispered, leaning into a hug from her. "I needed that."

"You're welcome," Aunt May replied. "You can tell me anything, and besides – you need someone to come up with better excuses for you than 'I took up painting.'"

Peter had a good laugh at that. "Yeah, that was rather ridiculous."

"On a lighter note, an old friend of the family called in," Aunt May said, abruptly changing the subject. "She's specifically interested in meeting you after school tomorrow."

"Who are we talking about?" Peter asked.

"She was the daughter of your parents' friends the Brocks," Aunt May replied.

"Uncle Eddie and Aunt Annie?" Peter repeated, stunned. "Didn't they die in the same plane crash as Mom and Dad?"

"Yes," Aunt May replied, refreshing Peter's memory. "You used to play with their daughter Emmy all the time."

Peter smiled, faintly remembering the pigtailed blonde who always used to steal his glasses and make him chase her down for them. Mean sense of humor, that girl had. He'd wondered what happened to her after her parents died, but they'd lost touch . . . and he'd eventually stopped thinking about her very much. He felt kind of guilty about that.

* * *

Back in Lightning Tower, Norman Osborn had just put Emil Blonsky's body on ice. As he stared at the frozen man, Victoria Hand came up to him. "What are we going to tell the public?" she asked him.

"We'll tell them Blonsky died a hero, protecting the world from the mutant scum," Osborn replied brusquely. "Any luck recovering the tapes?"

"Too much magnetic interference," Hand answered.

"Magneto, doubtlessly," Osborn concluded. "At the very least, we're doing a good job of making the Avenger Initiative look completely ineffectual, especially since our Thunderbolts are actually out there fighting the mutants."

"I wouldn't crow too soon," Hand admonished. "We did lose X23, and it's going to be harder to capture her the second time around."

Osborn paused slightly. X23 was the key to their entire operation; not only would they have the ultimate assassin in their hands, they would also have the secrets to cloning, secrets that could give him a legion of ultimate soldiers at his beck and call. Of course, some tweaking would be necessary to keep them from rebelling the way X23 and her progenitor had, but that was almost inconsequential.

"What are we going to do for replacements?" Hand asked.

"I have some ideas," Osborn replied with a slow, deadly smirk, an expression that sent chills through Hand's body – and not the good kind.

"I had some scientists run tests on your Black Widow," Hand brought up.

"And what did they find?" Osborn asked, keeping any signs of worry out of his voice or facial expressions.

"Let's just say that recovering X23 is more personally important than we might have assumed at first," Hand answered grimly.

"Damn it . . . after all the work . . ." Osborn muttered.

"So who are you thinking of for Blonsky's replacement?" Hand asked.

Osborn just smirked. "I think I have the perfect one . . . for now."

* * *

Back at the Acolytes' headquarters, Deadpool was carrying on a conversation with Wolverine's corpse. The conversation was one-sided, given that Wolverine was dead and Deadpool just didn't know when to shut up. "You know, it kinda sucks that Jeannie's just this side of jailbait. Think of the fun you could have had! Well, don't worry; I'll have plenty of fun with her for you! Oh, wait, she's already seeing someone? Well, screw that; that pansy Cyclops ain't gonna get in my way! Besides, he leaves her for Emma Frost, anyway! Not that I wouldn't be tempted; have you _seen_ the ta-tas on that woman? And those corsets . . . damn!"

Gambit just shook his head slowly. "If this is your way of grieving, it's really, really not working."

"And who the hell is Emma Frost?" Lady Deathstrike asked irritably.

"You don't know?" Deadpool asked. "Only the sexiest telepath in the world shy of Psylocke herself! And she'll be running that school in a few years! Swear to you!"

"You know this how exactly?" Lady Deathstrike asked.

"Don't mind him," Lady Mastermind grumbled. "He's just insane."

"Yeah, I am," Deadpool admitted. "So what? That just makes me even more awesome!"

"Only in your own mind," Lady Mastermind retorted.

"I know how this works!" Deadpool exclaimed. "You can't stand me, and yet you're hot for my body! Slap, slap, kiss!"

Lady Mastermind scoffed. "Not how it works in real life. Sometimes, women who can't stand you _really_ can't stand you."

"You think this is real?" Deadpool asked. "I don't know who's crazier, me or you!"

"Everyone . . ." Magneto called his Acolytes to attention. "I was not lying to the X-Men when I said I would bring back Wolverine. Of course, I never said it would be the Wolverine _they_ knew."

"Holy smokes!" Deadpool exclaimed. "You mean James Howlett is coming back?"

"Brother . . ." Sabretooth growled, leaning over Wolverine's heartless corpse with an evil grin.

"Lover . . ." Lady Deathstrike hissed, her blades stretching out of her fingers with anticipation.

"Uh, how are you going to do that?" Gambit asked.

"Simple," Magneto replied. "Wolverine will be taken into the evolution chamber and its energies will restore his body, while the girls get to work on restoring his mind to the way it was before Weapon X gave him his claws."

"You mean the schoolgirls?" Gambit asked. "Creepy set, if you ask me."

"Only to be expected," Magneto mused.

"It's kinda funny," Deadpool remarked. "We're pretty much gonna be a Weapon X reunion! Jimmy, Vick, Yuri, me, and the Cuckoos! Just like old times! And four of us even got to show up in the movies! Although I really don't like what they did to me there. My mouth, damn it! You don't mess with the mouth; that's my whole shtick right there!"

"Somebody shut him up," Lady Mastermind grumbled.

"Aww, don't worry, Regan," Deadpool tried to comfort her. "You'll get to be in a movie someday! Or at least an animated series!"

"Enough," Magneto growled. Using his magnetic powers, he levitated Wolverine's body into the evolution chamber and sealed it shut. "Girls, get to work on him."

The three triplets, affectionately known as the Cuckoos, just nodded and stood around the evolution chamber, linking hands to focus their telepathic powers on the regenerating Wolverine. "And so it begins," Magneto whispered.

* * *

The next day, Peter Parker had gone through school without speaking much to anybody, particularly the X-Men. He _had_ watched the ones who were in his classes, pondering whether he should try to speak to them, but he kept losing his nerve. After school was over for the day, he was about to go to his locker, get his things, and leave when he found a glum Kitty Pryde by her locker. Since their lockers were next to each other, he figured it was about time he sucked it up and tried to make peace.

"Hey," he greeted as he walked up to her. "How are you holding up?"

"It's funny, you know," Kitty replied soberly. "I always thought Logan was invincible, that nothing could take him down. But after last night, it's all . . . it doesn't make sense!"

"Nothing makes sense when someone you love dies," was Peter's sad response.

"You must know a lot about that," Kitty observed ruefully.

"Been there, yeah," Peter confessed. "And I'm sorry – for all of it. If we'd worked together sooner, if I hadn't been such an ass to you all, maybe it wouldn't have turned out like this."

"It's not your fault, Peter," Kitty whispered.

On impulse, Peter embraced Kitty. "Pete, what are you doing?" she asked, startled by the secret superhero's sudden gesture of affection.

"I don't know," Peter replied. "I just figured you needed a hug."

"Thanks," Kitty murmured.

Then a rude voice interrupted. "Well, if it isn't the mutie banger."

Peter looked over Kitty's shoulder to glare at the person who had said that, one of the jocks that had harassed Peter on his first day in Bayville High. As no surprise whatsoever to Peter, he was flanked by his two buddies. "First off, I don't appreciate you referring to my friend as a 'mutie.' Second, you're probably just jealous that she has more brainpower in her little finger than your girlfriend does in her whole body. Third . . ." He gently let go of Kitty and began walking closer to the three football players. "If you have any sense of what's good for you, you'll get away from here and leave us alone."

"Ooh, am I supposed to be scared because the geek has a mutie girlfriend?" one of the jock's friends asked. Before Peter could follow up on that, he heard a familiar _"snikt!"_ sound.

"You don't have to be scared of him," a familiar voice replied. "He wouldn't hurt you because he thinks he's not supposed to."

The three jocks turned and saw Laura Logan, glaring at them as though daring them to make a move so she'd have an excuse to cut them to pieces. "Unlucky for you, _I_ don't care about your stupid rules."

Victory suddenly snatched out of their grasp by Laura just showing up, the jocks proved they had some basic sense of self-preservation and got out of there. Laura walked up to Peter, retracting the claws in her hands as she did so.

"Uh, hey, Laura," Peter greeted awkwardly. "Thanks?"

"Osborn's _your_ enemy, right?" Laura asked.

"He is," Peter admitted, growing deadly serious in that moment.

"Then deal with him," Laura answered harshly. "Or I'll deal with you."

"Laura!" Kitty protested. Laura just turned on her heel and walked away, barely repressed anger just radiating from her.

"She's right . . ." Peter mused. "If I'd taken down Osborn like I was supposed to, Wolverine would still be alive right now."

"Laura's in a bad place right now," Kitty said. "Well, worse place than usual."

"It's ok, Kitty," Peter replied. "You don't have to stick up for me."

"You didn't have to stick up for me, either," Kitty retorted lightly.

Peter chuckled. "Touché."

"You wanna hang out sometime?" Kitty asked. "I mean, don't get the wrong idea, I'm already seeing someone, but you're a good guy and I think we could be friends."

"Sure," Peter replied. "That'd be great." He wasn't looking for any kind of romance right now, anyway, not after what had happened to Gwen.

* * *

As Peter and Kitty walked out of Bayville High, they spotted a tall, attractive blonde with her hair styled in a pageboy cut and wearing a black leather jacket with a spidery silver pattern on the sleeves waiting at the bottom of the steps. The girl looked as though she'd been waiting for quite a while, and the first words out of her mouth just confirmed that.

"Finally! Thought you'd never come out!"

"Do I know you?" Peter asked.

"You forgot all about your big sister Emmy, Pete?" the girl teased, emerald eyes twinkling mischievously. "Bad Petey. Bad."

"Oh!" Peter exclaimed, as memory suddenly struck him. "Sorry, I just didn't expect you to be . . ."

"Be what? Grown up?" Emmy asked, smirking teasingly at Peter. "Come down here, you."

Peter descended the steps, Kitty tailing behind him. When he got close enough, Emmy pulled him into a strong embrace and started mussing his (albeit already somewhat messy) hair. "Hey, hey, watch it!" Peter protested.

"You get contacts, Petey?" Emmy surmised. "Because I have to admit, they bring out those baby blues better than your glasses ever did."

"And what about you?" Peter asked. "You're like a freaking Amazon!"

Emmy laughed. "You have a problem with Amazons, Pete?"

"Nope, not at all . . ." Peter replied shyly. _Except for when they're kicking my ass, then I've got problems._

"Hey, Pete, I'll be seeing you," Kitty said. "I gotta get back home." She hopped into the car with Rogue, Kurt, Bobby, and Laura, and waved goodbye as Rogue drove away.

"Girlfriend?" Emmy asked, raising an eyebrow.

"No, we're just friends," Peter replied. "Besides, she already has a boyfriend."

"She looked pretty interested to me," Emmy commented.

"No, I'm serious, we're just friends!" Peter insisted.

"If you say so," Emmy conceded. "Now let's go somewhere and talk. I wanna hear about what you've been up to all these years."

As Peter was about to get on Emmy's motorcycle, he felt a faint twinge of warning in the back of his mind. Brushing it aside for the time being, he got on the motorcycle with Emmy, putting on the helmet she'd passed to him. "Hang on," she advised, just before starting the motorcycle and riding away from the school with Peter in tow.

* * *

Of course, Peter would find out what had triggered his spider-sense eventually. That something was a bright ball of flame that crashed into the waterfall behind the X-Mansion. When the adult X-Men – sans Scott and Jean, who were attending classes at ESU – rushed out to check out the situation, they found a naked red-haired girl, her body hidden by the raging waters and her arms, her hair matted to her head, shivering inside the waterfall.

"Does this happen a lot?" Wraith asked.

"No," Beast replied. "We've had our share of strangeness, but nothing like this."

Storm took off her cape and walked toward the girl, while Psylocke and Colossus stood back watchfully. "Are you all right?"

The girl just shivered. "Dean . . . where's Dean?"

"Who is that?" Storm asked, wrapping her cape around the girl after gently taking her out of the water.

". . . He's my brother," the girl whispered, and a soft glow manifested in her left eye, oddly corresponding with her damp red hair.

"Your brother . . . ?" Xavier repeated.

* * *

End Notes: There you have it – Magneto is going to bring back Wolverine, but how and at what price? Norman Osborn continues to scheme and plot, but now you know why exactly the S.H.I.E.L.D. faction that recruited him is after X23. Of course, there is the matter of Arachne's secret, but what does that really have to do with X23?

There are still other questions to be answered as well. Who is the man called John Wraith and what does Nick Fury want with Spider-Man and Osborn? Who is this girl who just crashed onto the X-Men's property, and what does she have to do with Cable? What is the real purpose of Emmy Brock's return to Peter Parker's life? Answers will not be too long in coming. In the meantime, thank you for reading, and be sure to review.


	8. Chapter 7: Cry, Little Sister

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 7: "Cry, Little Sister"

Disclaimer: X-Men: Evolution and Spider-Man, along with all related characters and properties, belong to Marvel Comics and Marvel Studios. I make no money whatsoever from this story, I have no connection whatsoever with Marvel that would allow me ownership of the characters and settings used here, and this is written solely for personal amusement and hopefully that of those reading this work of fiction.

Author's note: Sorry for not updating in five months; I had a lot of stuff on my mind, as you can see from what actually did get updated on my profile in that time. In any case, I cannot deny the siren call of this long-neglected story any longer and so I have chosen not to. This chapter will be where you get some answers about this version of Cable, as well as some questions to answer about others within the context of this story. Hope you enjoy it and in any case, you are much appreciated.

* * *

No sooner had Rogue and her carpool group returned to the Xavier Institute from school had they run into a girl that could have easily been mistaken for a short-haired Jean Grey. Jean herself, who was right there alongside Scott (much to Rogue's _slight_ resentment), seemed confused by this as well. The actual adults of the X-Mansion – Xavier, Storm, Colossus, Psylocke, Beast, and newcomer Wraith – seemed quite perplexed by this newcomer themselves.

"Where is he?" the short-haired girl asked, wearing nothing but Storm's silver cape as was finally noticed.

"Your brother Dean, does he also answer to the name Cable?" Xavier asked the girl.

"Yes!" the girl exclaimed, sounding slightly more on edge, and the students could tell that Xavier had been trying to console her for a while.

"Forgive me, child," Xavier spoke softly. "He did arrive here a day ago, but he has chosen to leave for his own reasons."

"I can sense his aura here," the girl insisted, her crystal green eyes narrowing and starting to glitter with psychic fire. "_Where is he?_"

"We'll help you find him, but you've gotta calm down," Jean attempted to interject, only for the girl to whirl upon Jean . . . and instantly recoil, as though suffering a terrible migraine. No sooner had the strange girl looked at Jean that Jean herself fell to her knees, clutching her head as objects began to levitate uncontrollably around her and the girl.

"What's going on?" Bobby asked, starting to panic.

"It's a psychic backlash," Psylocke explained tersely. "The only way it's going to stop is if . . ." She unsheathed her psychic knife and stalked toward the caped girl, ready to bury the psi-blade in her head – except that was when Cable gripped Psylocke's wrist tightly.

"Let me," he cut in, having seemingly appeared out of nowhere. Those knowing better figured he'd just teleported using Nightcrawler's powers, especially since he was still giving off the scent of sulfur and brimstone. Cable kneeled down in front of the strange girl and held her head so that she was looking into his eyes. "Rachel, focus on me. _Focus on me._"

The girl, Rachel, panted with the effort it took to focus so that the psychic backlash wouldn't completely overwhelm her. Just nearby, Scott was doing the same with Jean, gently coaxing her into focusing on him through their psychic bond, using it to try to bleed off some of the backlash. "Come on, Jean. Come back. Come back. You can do it. I know you can, I believe in you!"

The objects that had been levitating uncontrollably around Jean and Rachel slowly floated back to their proper places, showing that the two psychic redheads were starting to calm down as the backlash faded. As soon as it was over, Rachel fainted in Cable's arms, while Jean fell back into Scott's arms. "That . . . that wasn't like anything I've ever felt before."

"It was like seeing your reflection as a living manifestation in its own right, wasn't it?" Xavier remarked.

"How do you know?" Cable asked.

"I know because this has happened before," Xavier replied. "There have been instances, rare instances, of a psychic meeting his or her mirror – another with an exactly identical aura and power. Of course, this only happens with a phenomenon called reincarnation, where a soul cycles through life and death repeatedly, and the only way for two incarnations of the same person to meet . . ."

"Is through time travel," Cable finished.

"So she's from the future like you?" Kitty asked.

"Yeah," Cable confirmed. "She's my sister . . . Rachel Summers."

"So who does that make you?" Kurt asked.

Cable smirked. "Look at my hair, then try to see who else has hair like that, and you get your answer."

Kurt looked back at Rogue, and then back at Cable, noticing a nearly identical white streak in their hair. In fact, now that Cable wasn't wearing his ruby-quartz sunglasses, Kurt could see that Cable's eyes were a grayish color that reminded him of Rogue's eyes, albeit with blue instead of green. His hair was the same shade of brown as Scott's, though, minus the white streak . . . and that . . .

"_Mein Gott . . ._" Kurt uttered. "You . . . you're . . ."

"What the hell kinda sick prank is this?" Rogue asked irately.

"Thought you'd be happy . . . Mom," Cable greeted sardonically. "Oh, well."

"But . . . with Scott? How?" Rogue asked.

"Let's just say you ultimately figure out a way to control your powers," Cable answered. "And once that happens, it's not something I like talking about, because you're my mom and all . . ." He pointed a glare at Bobby. "And if you say anything . . ."

"Right, shutting up," Bobby assented, especially seeing that warning glare glow crimson.

"What about Jean?" Scott asked, stunned.

"She's dead," Cable replied. "That's the point of reincarnation. Two of the same person can't exist at the same time, even allowing for alternate realities and clones. For a new incarnation to be born, the old one has to die."

"How does that happen?" Jean asked.

"You been seeing a giant bird made of fire in your dreams?" Cable asked rhetorically.

"How do you know?" Jean interrogated.

"Because Rachel's been seeing it, too," Cable explained. "It's the Phoenix. It's like a cosmic force that's specifically attuned to powerful psychics, and it cycles through each lifetime incubating inside one until that psychic reaches the peak of her powers . . . and the Phoenix rises from her ashes. According to the legends, the newborn Phoenix burns away 'what doesn't work' and once that's done, she dies again and waits for the next cycle."

"What doesn't work?" Xavier asked.

"Like the Apocalypse of the Book of Revelations," Beast deduced, "or Ragnarok in Norse Mythology. Nearly every religion and mythology depicts a climactic conclusion to the present world, after which those that survive are free to begin again anew and possibly create a utopia in place of the flawed previous world. The cycle of destruction and creation, in other words."

"That's . . . that's kind of deep," Kitty remarked. "But didn't we already have an Apocalypse?"

"If you mean the man that called himself that, yes, he did have goals akin to that," Beast admitted, "but in the end, I believe he was merely the prologue to this Phoenix character, if she is not merely a figment of myth."

"Oh, she's real, all right," Cable grunted.

Scott began to speak, this time addressing Cable. "You're my son . . . right?"

"Yeah, not that I like it," Cable grunted.

"What's your name?" Scott asked.

"It's Cable."

"No, your real name."

Cable scowled at Scott. "Whatever."

"Your real name is Whatever?" Scott drawled sarcastically.

"No, I just don't care to give it to you," Cable answered dryly.

"Cable . . . I understand you may have had tensions with Scott in your time . . . but he is not the same man here that you know," Xavier advised. "Please, whatever your anger towards your father, Scott has not yet made the same decisions your father made."

Cable's face barely twitched. "Fine, not that it's gonna stop me from working him in the Danger Room. And it's Dean . . . Dean Christopher Charles Summers."

"That's a long name," Tabitha remarked.

"Christopher was my father's name," Scott admitted, "and . . ."

Beast placed his hand on Scott's shoulder. "I understand, Scott. The Professor has been like a father to all of us."

"You and Rachel are welcome to stay here with us," Colossus offered. "You are on the run, with few resources to your name and many enemies who would like to capture you and place you in a cage for study. It is not a pleasant fate. Here, you have a better chance of achieving a measure of security and protection."

"If it were anybody else, I'd tell them to go screw themselves and take my chances," Cable admitted. "But Rachel needs me . . . and I need you guys, whether I like it or not."

"And you don't like it," Rogue remarked. "Yeah, sounds like my kid."

Cable snorted with amusement. "Yeah, Mom, that's me. Although you're taking a big risk – I am the guy who killed their poster boy super-soldier. They're gonna be mad, and me being here just makes you guys even bigger targets."

"We're already targets," Storm commented. "This conspiracy within S.H.I.E.L.D. isn't going to stop until we're all eliminated or otherwise neutralized, so banding together gives us a better chance of survival than trying to go it alone."

Cable smirked at Storm. "I suppose you're right."

Rachel smiled before looking quizzically at the adult X-Men. "Um, anybody have a good change of clothes around here? At least until I can go to the store and buy my own?"

Psylocke chuckled. "I suppose being wrapped in a cape isn't all that comfortable if that's all you've got to wear."

"Wait . . . you're telling me . . . she came here . . . naked?" Bobby asked as his expression went from bewildered to dreamy, as though he were fantasizing about something.

"Clean thoughts, Drake!" Cable stated firmly, his eyes beginning to glow again.

"You gotta admit, you were kinda asking for it," Tabitha remarked, nudging him with an impish grin.

"Ain't getting near her, not if I've got anything to say about it," Cable muttered indignantly. "Little pervert."

* * *

Elsewhere in Bayville, Emmy had taken Peter to a cybercafé where the two teens were currently sipping cocoa as they talked. "No way," Emmy uttered. "You're the photographer that's been putting up pictures of Spider-Man on _The Daily Bugle's_ superhero blog?"

"Yeah, that's me," Peter admitted, idly noticing Emmy's well-toned arms now that she had her jacket hanging on the back of her chair. "Let me guess; you're a fan."

"Yeah, that's me," Emmy confessed. "You do an awesome job of getting in his best features. Let me guess, high-speed camera?"

"Something like that, yeah," Peter replied.

"And what about that skanky cat-woman that was hanging around him?" Emmy's expression darkened with what Peter could have sworn was jealousy.

"Um, they aren't a thing anymore."

"Good. She's no good for him."

_Tell me about it,_ Peter thought to himself. Out loud, "So what's your big thing with Spider-Man? You sound kind of obsessed."

"He saved my life once," Emmy confessed. "My brake line got cut and I would have crashed if he hadn't caught me with his webbing."

"Who cut your brake line?"

"I don't know . . . but I am going to find out."

"You major in journalism, right?"

"Yeah, I'm gonna be a big-time journalist once I'm done with college. Not working for the _Bugle,_ though; I can't stand news outlets that outright lie about the people they're covering. No better than a damn tabloid."

Peter paused in quiet reflection. His relationship with the _Bugle_ had been a little strained lately, considering that J. Jonah Jameson was doubling down on the anti-Spider-Man rhetoric and, even worse, was endorsing the Thunderbolts. _Just like good old J.J. to back anybody who makes Spider-Man look bad,_ he thought grimly.

"Something wrong, Petey?" Emmy asked, pulling him out of his grim thoughts.

"No, not really . . ." Peter lied.

"Come on, Pete, tell your big sister Emmy about it," Emmy coaxed.

"Fine . . ." Peter conceded. "It's Gwen. Gwen Stacy. My girlfriend . . . she got caught up in the middle of Spider-Man's fight with the Green Goblin, and she's been in a coma ever since. The doctors don't think she'll ever wake up."

Emmy placed her hand on Peter's. "That's terrible. I'm sorry you had to go through that."

"It's why I've been kind of iffy on taking any more pictures of Spider-Man for the _Bugle,_" Peter confessed. "After what happened to Gwen, I don't feel so good about it."

"You can't blame Spider-Man, can you?" Emmy asked. "He was trying to do his job and protect people. It was the Goblin who hurt that girl, not Spidey."

"The worst part is that the Goblin, whoever he is, is still out there, doing God knows what to God knows who . . . and Gwen's in a hospital bed being kept alive by machines," Peter murmured ruefully.

"Hey . . ." Emmy whispered, clutching his hand tightly. "It's gonna be ok. Gwen wouldn't want you moping like this. You still got a lot to live for – like Aunt May . . . and your friends . . . and me." She brightened up. "Speaking of friends, tell me more about that girl you were hanging out with when I found you. She looked like she was into you."

"She has a boyfriend."

"Doesn't mean she can't look . . . and you are worth at least a second look."

"We're just friends, Ems. Her name's Kitty, and she's really smart, really good with computers and science and all that."

"Sounds perfect for you." Emmy smiled, but for some reason Peter could tell that it didn't reach her eyes.

"Yeah, maybe, but I'm not looking to date anybody right now," Peter said. "I'd rather just get through high school in one piece and then see where I go from there."

Emmy smiled. "A man with focus, I like that."

Peter stirred his cocoa with the straw in his cup, as though the swirling drink would give him some answers. To his surprise, he saw a white-haired woman in a long red dress with spidery patterns woven into the fabric rolling by on a wheelchair, her eyes obscured by red glasses with web patterns on the frames. The eerie thing about her, though, wasn't her glasses or her need for a wheelchair. No, it was the pair of cards she'd left behind, which looked an awful lot like Tarot cards.

Peter briefly examined the two Tarot cards. One depicted a queenly figure sitting on a throne holding a sword in one hand and a pair of scales in the other, identified as "Justice." The other depicted a figure that resembled the familiar depiction of the Biblical Satan with a pair of nude humans – one male, one female – shackled to his throne, identified as "The Devil." Something about those cards sent a tingle up and down his spine, and he wasn't sure if it was his spider-sense or not.

He looked around for the white-haired woman, but she was nowhere to be seen. It was as though she'd vanished completely, leaving Peter alone with these strange cards that he, being no expert in the occult despite one or two team-ups with Doctor Strange, was utterly clueless as to what they meant.

"Who was that woman?" Emmy asked.

"I don't know . . . but she left these behind," Peter replied, holding up the two Tarot cards.

"You might wanna put those away, if you don't want people looking at you funny and thinking you're some kind of Satanist," Emmy quipped.

Peter slid the cards into his pocket. "Yeah, I guess you're right." _Who was she? And why do I get the feeling this isn't going to be the last time I see her?_

* * *

Just outside Lightning Tower, Damage Control, Inc. was hard at work repairing the damage from the Thunderbolts' battle with Magneto's Acolytes, the Brotherhood, the X-Men, and Spider-Man. Inside the tower, Norman Osborn was pacing in front of Emil Blonsky's frozen corpse. "Hand, is the suit ready?" he asked over the radio link.

"_Which suit are you talking about?"_ Victoria Hand inquired from the other side. _"The one you need for your new Super-Patriot, or the one you need for our Black Widow?"_

"Which one do you think I can wait for?" Osborn asked with deadly seriousness in his tone.

"_Right, sir,"_ Hand replied. _"The life-support exoskeleton is fully prepared. All we need is to confirm that it can fit her."_

"I'll send her over," Osborn answered. "Osborn out."

Ending their communication there, Osborn stared at the cryogenic chamber where Blonsky had been stored. Truthfully, Blonsky had performed well above expectations, but he had merely been the first phase of "Operation: Patriot," Osborn's answer to the super-soldier project responsible for Captain America. With Blonsky gone, it was time for him to initiate Phase Two, and that would require a little more intensive work than had been done with Blonsky.

"You were a good soldier, Emil," Osborn murmured. "That's what they'll remember, that you died a hero fighting against that mutant terrorist scum. I'll make sure that's all they remember."

Arachne dropped from the ceiling above, landing behind Osborn just silently enough that an ordinary man's senses wouldn't register her footfalls. "Where do you wish me to go?" she asked.

"Go to our Special Projects department," Osborn ordered. "You'll find the new suit our scientists made for you there. You might even like it."

The white-haired spider-clone looked at his back, as he had not even turned to look at her. "Of course I'll like it. Anything you make for me, I like." She turned away and walked out of the room, heading for Victoria Hand so that she could receive her new suit. She hadn't yet been told that the suit's purpose was to halt, or at least slow, the degeneration creeping upon her from the flawed cloning process that had created her. So far, it hadn't impeded her performance, but Osborn was not going to take that chance, not by a long shot.

* * *

In the sublevels of the X-Mansion, Cable was up against Cyclops, Jean Grey, Storm, Psylocke, Colossus, Beast, and Wraith – as he'd requested. In the observation room above and separate from the Danger Room, the younger X-Men watched with varying degrees of worry and trepidation on their faces.

"Is he crazy?" Bobby asked. "They're gonna wreck him!"

"He knows what he's doing," Rogue replied. "I hope."

"Don't go easy on me now," Cable invited with a smirk.

Cyclops was the first to attack, unleashing an optic blast. Cable deflected it with a telekinetic shield, and then dropped it to unleash an optic blast of his own that sent Cyclops flying into a wall. His eyes still glowing red, he glared at the other adult X-Men. "Who else?"

Storm lashed out with a bolt of lightning that Cable teleported away from, simply popping out of existence like Wraith had done. When he reappeared, it was with a kick to the stomach that Storm blocked by grabbing his ankle and then elbowing him in the stomach. Before he could fall down, he teleported again, reappearing in midair to contort into a kick that would have nailed Storm had Jean not stopped him in midflight.

"Nice try," Cable commented . . . before hitting Jean with an optic blast, only for her eyes to flare up as a telekinetic shield blocked his attack. At that moment, Wraith teleported himself behind Cable with Psylocke, intending to take advantage of his focus on Jean to take him down. It didn't quite work out like that, as Cable simply teleported out and reappeared with a psychic knife extending from his fist to punch Psylocke.

Psylocke whirled and caught his psychic knife with hers before tripping him by hooking her foot behind his ankle and yanking it. Cable twisted around and landed on his hand before contorting into a kick that caught her in the side. Psylocke quickly recovered before spinning into a roundhouse kick to Cable's head, only to be blocked by Cable's forearm. Undeterred, she pushed off on her foot that was still planted on the ground and twisted to kick him in the head, hitting him this time.

Spiraling towards the ground, Cable had just enough presence of mind – thanks to the telekinetic sheath that was cushioning him – to shoot an optic blast at Psylocke. She dodged, but the blast ricocheted off the wall, onto the ceiling, onto the floor, onto another wall, and headed towards Psylocke . . . only for Wraith to teleport her out of the way.

Beast and Colossus tag-teamed Cable, only for Cable to teleport out of the way of their dual assault and reappear to kick Colossus in the chest – knocking him into a wall via a telekinetic pulse. Beast lunged toward Cable, only for Cable to fire another optic blast that sent the gray-furred mutant flying into another wall. Cable whirled to block another attack from Wraith, only for Wraith to teleport out and back in to attack Cable from the other side. Cable barely blocked in time, but Wraith teleported out again and back in to strike Cable in the back of the head, then teleported out as Cable was about to retaliate.

"Wow, that Wraith guy is giving him a really rough time," Tabitha remarked.

"Possessing the same powers does not necessarily denote the same mastery as the original," Xavier remarked sagely, "although he has used his abilities quite effectively so far."

Cable and Wraith were now teleporting in and out, attacking, evading, and retaliating against each other with each jump they made. The interesting thing was that with each jump they made, they were still in motion, but such was conservation of momentum.

"Enough," Xavier called out over the radio link. "I have seen all that I need to see."

"How was that, Charlie?" Cable asked, grinning as he put his ruby-quartz shades back on. "As much fun for you as it was for me?"

"You are a formidable combatant, Cable," Xavier acknowledged. "As for how you managed to replicate all those powers, I have a theory, and I wish you to clarify for me."

"I'll bite," Cable replied. "What's your theory?"

"My theory is that instead of touching another's bare skin to absorb their skills and abilities, you form a brief empathic bond that also re-sequences your X-gene to make you physically and neurologically capable of performing the same feats as your target," Xavier stated.

"Wow, you're good," Cable commented. "That's pretty much how I do it. I can even recall those bonds if I need the same mutant's powers again. Of course . . . there's a big drawback."

"What's that?" Nightcrawler inquired. "I mean, what's the drawback? Sounds like you got it made."

"Unless I try to use more than five mutant powers at a time," Cable confessed. "Then I blow up and take the goddamn city with me."

"Ouch," Bobby remarked.

"The price of power, I'm afraid," Beast observed.

Colossus unarmored himself, stretching his limbs. "That . . . was a powerful blow you made, Cable."

"I try," Cable replied. "Believe it or not, TK can pull through a lot in hand-to-hand. It's all about concentrating and releasing force through your extremities."

Jean looked at Cable interestedly. "Could you teach me how to do that?"

Cable sighed. "Yeah, sure. Why not?"

_I get the feeling he doesn't like me,_ Jean thought.

_Considering he's my son by Rogue . . . he might see you as a threat to the family,_ Cyclops surmised ruefully.

_And I'm dead, after all,_ Jean remarked. _Didn't have to worry about me getting in the way of you and Rogue until he came here. But . . . how do you guys even get together?_

_I don't know,_ Cyclops admitted, _but I am going to find out._

"If you two are done whispering about me, can we go?" Cable asked. "I got things to do . . . like finding some clothes for Rachel."

Psylocke giggled. "I thought I told you we girls would take care of that for you."

"Just wanna tag along and make sure nothing happens is all," Cable replied. He smirked at Psylocke. "Besides, why shouldn't I get to know you all better?"

"Man, I wish I had game like that," Bobby commented.

"Apparently, my son grows up to be a big flirt," Rogue groused. "Must have been spending all his time with Gambit."

"Cheer up, Rogue," Nightcrawler admonished. "He could be worse."

"Yeah, he could be all uptight and un-cool like his dad," Bobby jibed.

Cable snickered slightly. "Yeah, they got you there . . . Dad."

Cyclops scowled at his son from the future, who just held up his hands in mock surrender – and then teleported into the observation room. Shadowcat jumped . . . straight into Nightcrawler's arms. "Don't do that!"

"Did I scare you, Kat?" Cable asked. "Sorry."

"Kat?" Shadowcat repeated, confused.

"It's short for 'Shadowcat,'" Cable explained. "Also doubles as your nickname in my time, since you thought 'Kitty' made you sound too much like a little girl or a bimbo."

Shadowcat looked puzzled. "I don't think your name makes you sound like a bimbo at all," Nightcrawler comforted her. "It actually sounds pretty cute."

"Thanks, Kurt," Shadowcat answered, ruffling his hair a bit.

"Hey, you might wanna be careful," Tabitha advised with an impish smirk. "Don't wanna give Lance ideas, y'know?"

Realizing the position she was in, Shadowcat removed herself from Nightcrawler's embrace, and Cable just snickered to himself. "This is gonna be fun."

* * *

Inside the restored Asteroid M, which was now a more Earthbound base set in a land the Master of Magnetism had recently conquered by force of the very power he controlled, Magneto briefly opened his mind to the Stepford Cuckoos. _Were you successful?_

_Yes,_ one of the triplet telepaths replied. _James Logan Howlett does not remember anything of his life after Weapon X and the more unpleasant memories that would negatively impact his ability to work with us have been suppressed._

_However, we must caution you that this is by no means foolproof,_ another of the Cuckoos spoke. _His healing factor extends to his neurophysiology as well, and will inevitably render our efforts moot._

_So long as our Wolverine lasts long enough to do the job, I am content,_ Magneto answered. _And it will be rather poetic in its way if he takes out the very X-Men he's thought of as his surrogate family for so long._

_He is about to awaken,_ the third Cuckoo alerted them, just before the hive-minded triplets cut off their connection to Magneto. At that particular moment, Magneto found Deadpool yammering in front of Wolverine's sleeping frame. Yes, the evolution chamber had done well in restoring the adamantium-clawed mutant to physical life, while the Stepford Cuckoos had done their job quite well – he hoped, not that he'd admit it out loud.

"So, Jimmy James Howlett!" Deadpool greeted. "Been a long time, hasn't it? Lotta stuff we gotta catch up on! Like that Silver Fox chick you were banging for a while! And good old Mystique, haven't seen her in ages – though she's not nearly as good as my Vanessa! And what about Domino? Long time no heard from that chick . . . and she used to be so fond of shooting me in the head, too!"

It was at that moment that a set of ultra-sharp nine-inch metal claws decapitated Deadpool. "Shut the hell up, Wade . . . just shut the hell up."

Deadpool's severed head just laughed as his body desperately felt around to find it. "He's back, everyone!"

"Jimmy," Sabretooth hissed, possibly in bloodthirsty anticipation.

"Yeah, Victor," Logan replied as he fully stepped out of the chamber. "Nice to see you, too, you son of a bitch." Then he turned and saw Lady Deathstrike in the corner, and his expression softened a bit. "Yuriko . . ."

"James," Lady Deathstrike greeted him, moving closer to him.

"Where am I? What are you all doing here?" Logan asked, just as Deadpool finally reattached his head in time for his healing factor to fuse it back onto his shoulders.

"I can explain that, Jimmy old buddy!" Deadpool replied, only for Magneto to hold his hand up to silence him.

"I can explain, James Howlett," Magneto stated firmly.

"Right, Bucket-Head, you're gonna explain?" Wolverine asked in disbelief.

"I am the one who saved you from Weapon X," Magneto declared. "I saved everyone here, in one way or another, from being used as weapons by humans against their fellow mutants. Your brother, Sabretooth . . . your lover, Yuriko . . . your ally, Deadpool . . . and these delicate young girls Celeste, Mindee, and Phoebe."

"The schoolgirls?" Wolverine jibed.

"They used to be five," Magneto explained, "but the other two – Esme and Sophie – were murdered by Weapon X. The surviving three that you see now have joined me for vengeance against Weapon X."

"What's my part in all this?" Wolverine asked.

"My boy, you are going to help me save mutantkind from the human menace," Magneto replied. "You've lived a long time. You've seen for yourself, again and again, what humans are capable of when they are confronted with things they don't understand. Your beloved Silver Fox is just one example."

Wolverine growled softly and pointed his claws at Magneto. "You don't talk about her."

"I'm sorry," Magneto whispered. "I understand what it's like, to lose someone you love so dearly the way you did."

"So what do you want me to do about it?" Wolverine inquired bitterly.

"I want you to join me," Magneto answered. "Together, we can save mutants from suffering at the hands of ignorant, fearful humans! We can ascend to our rightful place in this world, with no need to hide or flee from our inferiors!"

"And we can kill all the damn flatscans we want!" Deadpool piped up.

Wolverine snorted. "Same old Wade. Guess I'm in."

Magneto smirked widely. "Congratulations, Wolverine. Welcome to the Acolytes."

* * *

Endnotes: There you have it. Wolverine has been resurrected with all the memories of his old life, but none of the memories of his new life with the X-Men! How is that going to impact the X-Men when they see their old friend and teacher fighting against them at Magneto's side?

Who is the mysterious woman that left the Tarot cards "Justice" and "Devil" for Peter, and what is her purpose for doing so? Is Emilia Brock just a friend, or are there more sinister motives behind her approaching Peter?

How will Rachel's and Cable's revealed identities impact Cyclops's relationships with Jean Grey and Rogue – never mind those of the other X-Men? And what could Norman Osborn be planning for his counterattack against the X-Men and Spider-Man? For the answers to all those questions and others, hang on for the next chapter and be sure to review!


	9. Chapter 8: Days of Future Gone

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 8: "Days of Future Gone"

Disclaimer: X-Men: Evolution is the property of Marvel Comics and Film Roman Productions in partnership with Marvel Studios. Spider-Man is the property of Marvel Comics and Marvel Studios. I make no money whatsoever from the use of either property or their related characters in this story, and this is done solely for fun.

Author's note: It's time to ring in the New Year, and I'm kicking it off with a new chapter of "Tangled Up In Evolution." For those of you with questions about Cable and his "sister" Rachel, those questions will be answered here, as is the point of this chapter. You will see the future that made Cable the man he is today, learn the secrets of his future past, and perhaps see what is in store for the X-Men and Spider-Man should they fail to stop Norman Osborn. Let's begin.

* * *

X23 had sequestered herself in the Danger Room, ripping through legions of droids with a seemingly unquenchable fury. The setting was on lethal, although the clawed girl almost didn't notice . . . or even care if she had noticed; her grief was all-consuming. On each droid she cut apart, she imagined Meteorite's cruelly smirking face or Magneto's infuriatingly stoic expression.

She'd kill them. She'd kill them all. That was all there was to it. They had taken Wolverine from her, the one person who truly understood her, the one person who was like a father to her . . . and he was gone. Meteorite had murdered him, and Magneto had taken his body to do who knew what with it. That wouldn't stand, not as long as she was still alive.

And when she was done with those two, Norman Osborn was next on her list. If Peter Parker, Spider-Man, was so much of a coward that he couldn't even bring himself to avenge that girl, then it would simply be up to her to cleanse the world of that particular blight.

_Parker,_ she snarled internally. _Why am I even thinking about him right now?_

"How am I supposed to know?" she heard a familiar sardonic voice quip behind her. "Not like I can read your mind, y'know?" X23's response was to kick him in the face with her foot claw extended, but the interloper knocked her out of her kick with a chop block.

"Cable . . ." she growled. "You just read my mind."

"Gee, you never heard of sarcasm before?" Cable jibed. "Whatever. You seem like such a sweet girl, and I can tell you're having a hard time."

"You wouldn't understand," X23 growled.

"Better than you think," Cable answered. "I've lost a lot of friends, back when . . . including people I loved, loved a lot . . ."

X23's response was to swipe at him again, this time with the claws on her right arm. Cable grasped her wrist to halt her attack and twisted her arm around so that he had her back pinned to his front. X23 just bent backward as her leg stretched out and back to strike Cable's forehead, glancing against his ruby quartz glasses in the process.

"So that's your coping mechanism," he remarked. "Don't mind that so much, but . . . you cracked my glasses. You owe me." He shifted into a combat stance and extended his foremost arm in a beckoning gesture.

X23 attacked him, intent on wiping that smug grin off his face. She swiped brutally at him with her claws, alternating randomly between her hand claws and her foot claws as Cable's own honed reflexes enabled him to alternately dodge, block, or parry her strikes. X23 was fast, agile, and most importantly ferocious in combat, much like her "father," and that last trait went all the way past eleven when she was angry, something Cable was finding out just now. If it wasn't for the psychokinetic sheath he was fond of using during combat, she would have sliced him apart a thousand times over by this point.

Suddenly, he tried a new tactic, namely wrapping his arms around her tightly for a bear hug. "What are you doing?"

"You need a friend right now," he replied. "Let it out. I'll be here."

"Friend . . . you want to be my friend?" X23 asked.

"Yeah, if you think I'm good enough to be your friend," Cable replied, his sardonic tone taking on an affectionate tinge. He pocketed his cracked ruby quartz glasses, letting X23 see his eyes, the left one dimly glowing with his psychic power. "And even if you don't, you can't stop me that easy."

X23 sniffled, remembering what Wolverine had said to her when he found her after that debacle with HYDRA trying to take her back. _"Anytime you're ready, kid, you've got a family waiting for you at Xavier's. You're not a monster, no matter what they tried to do to you . . . and I'll keep telling you that until the day you finally believe me."_

_And he's gone . . . he's gone . . ._ Those words repeating almost endlessly in her head, combined with the surprisingly gentle glow of Cable's left eye, made X23 crumple in the time traveler's arms, her body shaking with her quiet sobs. Cable just stroked her hair gently, letting his presence do the talking instead of trying to clutter the thing with meaningless words.

_I love you, Laura,_ he thought.

* * *

By the time Cable and X23 had left the Danger Room, the X-Men were assembled in their entirety, including Wraith and Rachel, and all were looking at Cable rather expectantly. "Yeah, I figured this was coming," he remarked.

"Figured what was coming?" Cyclops asked suspiciously.

"That I tell you what's at stake if you lose this thing," Cable replied. "I'm going to show you the future."

"It is all right," Xavier offered. "Cable and I have already come to an arrangement on this. I will use Cerebro's more recent upgrades to link with Cable's mind and project his memories for you all to witness. It won't be an easy thing to bear, as you'll experience his memories as though you were in his place. If it's any comfort to you, it will not be any easier on Cable, as he will also be re-experiencing those same memories, many of which are doubtlessly painful for him."

"Pain is a fact of life," Psylocke admitted resignedly. "Let's get on with it."

The X-Men assembled around Xavier as he donned the helm that allowed his mind to interface with the Cerebro computer. As it was donned, he formed a link with Cable and then expanded that link to all the X-Men, gently drawing Cable's memories to the surface of said link.

_

* * *

_

A news report was playing in front of young Dean Summers. "Today is the tenth anniversary of the mutant siege that took the lives of Norman Osborn and countless other innocent humans. We will replay the footage of that disaster, but be warned – what you are about to see is not for sensitive viewers or children."

_The screen shifted to a video image of Norman Osborn "heroically" confronting the unmasked Spider-Man, whom the teenaged X-Men recognized as Peter Parker. The battle was brutally short, with even Osborn's unnatural accuracy with a handgun unable to deter Peter's vengeful rampage. Osborn was quickly overpowered, and Peter grabbed him by the throat before slamming him into the patio window so hard the glass shattered, leaving Osborn dangling from God only knew how many stories above the ground._

_The interesting thing about the video footage was that while Peter's face was clearly seen, Osborn's wasn't, either by accident or by deliberate design. There was silence for several moments, as a verbal exchange was presumably passing between them. It ended when Peter let go of Osborn, leaving him to fall to his death . . . but of course, that footage wasn't shown._

* * *

"Peter . . . did that?" Shadowcat uttered, appalled and astonished.

"In my timeline, yeah," Cable confirmed grimly, all traces of his usual humor gone. "But that wasn't the end of it. Not by a long shot."

_

* * *

_

The footage shifted to a different kind of rampage, as a projection of a fiery bird of prey hovered above the ground, where cars were literally being ripped apart atom by atom. The soldiers that tried to stop this firebird met the same fate, their bodies and souls torn to shrieking, agonized atoms along with their weapons. The worst part of it all was the eerily serene redheaded girl within the center of that bird-shaped inferno, a girl the X-Men recognized as . . .

* * *

"Jean?" Cyclops uttered.

"That's . . . that's me?" Jean asked, stunned with horror at what she would become.

"Yeah," Cable confirmed sadly.

_

* * *

_

Within the memory, young Dean saw someone come up and shut off the screen. "Dad . . ." Dean was about to complain, but he was hushed by what turned out to be a black-clad Cyclops with impressive beard stubble. His visor had been redesigned so that the red lens only covered his right eye, with the left side being utterly blank, and his X-Men suit was a lot more militaristic than before.

"_You don't need to be seeing that, Dean," Cyclops growled, his voice a harsh rasp._

"_But, Dad, I wanna know what happened!" Dean pleaded._

"_You'll know when you're ready," Cyclops answered bluntly._

"_I'm ready now!" Dean insisted._

"_Are you?" Cyclops interrogated, his lens flaring red._

_Dean knew he wasn't going to get an answer. He never got one, not from his father, anyway. He looked away from Cyclops' grim stare with an irritated yet resigned pout._

"_Come on. You're almost late for combat training."_

"_Then that means I'm not late."_

"_Almost late isn't good enough."_

* * *

"Now do you see why I have issues with this guy?" Cable asked, gesturing to Cyclops.

"Yeah, Scott, you're even harsher on him than you ever were with us," Rogue remarked.

"What happened to Jean, anyway?" Nightcrawler asked.

"Wolverine had to kill her," Cable replied. "Dad never forgave him for it."

"But how did it happen?" Jean asked, sounding quietly panicked. "Why did it happen?"

"In a nutshell, your powers grew beyond your control and your mind fractured because of it," Cable explained. "Half of you was still you, and the other half was this psychotic destroyer goddess who called herself 'Phoenix.' In the end, Phoenix took over almost completely, and considering the rest of the X-Men wouldn't have survived coming near you . . ."

"How . . . how many?" Jean asked.

"Too many," Cable whispered. "Too many. That's how it all started. The formation of the MRD, the Mutant Response Division, the Prime Sentinels, the ghettos, the camps . . . all because _somebody_ lost control. Everything humans ever feared about us summed up in that one moment, preserved for constant replay every time anyone started saying the new laws were 'a little too harsh.'"

Jean buried her face in her hands, looking like she was about to cry. Cyclops wrapped his arms around her, trying his best to comfort her no matter how futile the gesture.

_

* * *

_

Another memory snapped into focus, this memory being of crimson energy spilling from a slightly older Dean's eyes. He tried to shut them, but the energy was so powerful that it forced his eyes wide open, punching through every wall, door, or ceiling Dean looked at. Dean put his hands over his eyes, despite the pain in those hands, specifically between his knuckles.

"_Stop . . . somebody stop this!" Dean shouted in a voice choked with panic._

_Rogue immediately entered the room. She was older, her hair longer and tied back in a semi-spiky ponytail, and dressed in a dark green hooded coat over a skintight black combat suit. Using a telekinetic shield to protect herself from Dean's optic blasts, she came closer to him._

"_Dean! Dean! Focus on me! Focus on my voice!"_

"_Mom . . . I'm scared . . ."_

_Rogue pulled Dean into her arms, her gloves removed so that she could touch his bare skin and bleed off the excess energy with her own powers. Combined with the empathic link her absorption abilities created, she was able to get him to calm down a little. "Come on, Dean . . ." she whispered softly. "Open your eyes now. You can do it."_

_Dean slowly but surely opened his eyes, seeing his mother before him and realizing that his vision was no longer covered in a red film. "Mom . . . what happened?"_

_Rogue looked at Dean's hands, which she now noticed had long – for his size – bone claws sticking out from between his knuckles. "I guess your X-gene finally kicked in."_

"_So I'm like you and Dad?"_

"_Yeah . . ." Rogue's voice was tinged with sadness. "You are."_

* * *

Cyclops regarded Dean's memory with sympathy. "I had the same experience, when I first came into my mutant powers. I caused a lot of destruction, hurt a lot of people . . ."

"I remember," Jean murmured. "You were so scared to get near anyone, when I first met you, because you thought that at any time, your blasts could come out and hurt someone."

"Why does he have Wolverine's claws?" X23 asked.

"Empathic mimicry," Cable replied. "Jimmy was like a second father to me, hell, he was a better father than my actual one."

"So I suppose he didn't die in your timeline," Storm remarked.

"No," Cable confessed.

_

* * *

_

Another memory played, this time of a barely pubescent Dean in combat with simulacra of the Prime Sentinels. It was hard to look at them, knowing that they had all been human beings once . . . and now they were little more than automatons wrapped in human flesh. Dean almost didn't care, though . . . they were the ones that had ruined his life before he was even born, the ones who'd made the world a living hell for anyone with powers.

_Using a trick he'd learned from Psylocke, Dean extended his psychic power into an arm-mounted sword blade and began slicing through the Prime Sentinels. Taking it a few steps further, though, he grew a psychic blade from his knee as he lunged into the air and slammed the blade into one Prime Sentinel's face, carving it up so badly it was unrecognizable as having once belonged to a human. Spinning on that knee, he extended another psychic blade from his leg, slashing another Prime Sentinel apart with one kick._

_Dean flipped up onto his feet and whirled to slam a psychic-bladed elbow into yet another Prime Sentinel, pausing only to rip it apart. He jumped into the air for a brutal telekinetically enhanced drop kick that smashed the machine into an unrecognizable mess. Using similarly enhanced punches, Dean beat the remaining Prime Sentinels to mere wreckage._

_He looked at the carnage around him with quiet fury surging through him, just as the Danger Grotto's voice whispered: "Simulation over."_

"_That was better than I expected," Cyclops's voice coolly remarked over the P.A. "I'll finish your evaluation. You just clean yourself off. You're a mess."_

_Dean scoffed bitterly and left the Danger Grotto, stripping off his training uniform once he was in his barracks, revealing crisscrossing scars all over his back and chest. Training had never been easy on him, and the more he progressed, the harder his so-called father made it on him. The scars were from the wounds that even the healing factor he'd copied from Wolverine couldn't fully manage. He could use a bit of Kiden's power for a localized time reversal that would also do the job, but at the cost of the physical adaptations resulting from that training, as he'd once found out._

_Dean popped his claws, pure bone due to never experiencing the Weapon X treatment, contemplating them before retracting them. Physical pain had ceased to have much of an effect on him after all those years of brutal training, some of it even before his powers had started to manifest. Although Cyclops was very harsh on all the junior would-be X-Men, it seemed that he reserved his harshest training for Dean, his own son._

"_Why? Why does he hate me so much?" Dean asked quietly, knowing no answer would be immediately forthcoming._

* * *

Rogue looked at Cable sadly, wanting to reach out and comfort him somehow, but Cable just stared stoically ahead. The other X-Men looked pretty sad, too, and Cyclops was starting to hate himself. Was this what his grief over Jean's death would turn him into, a monster who couldn't even love his own son the way he needed to be loved? Someone who could only feel anger, hate, and vengeance? Was that his future without Jean?

_

* * *

_

Another memory flashed into focus, this time of a 15-year-old Dean in a black trench coat over a black triple-weave Kevlar suit with dull gold piping that almost seemed to glow. "What's the mission, Professor H?" he asked.

_Professor H turned to face Dean, revealing the face of a blond man with a surprising resemblance to Charles Xavier. "I sensed a familiar psychic aura, flashing intermittently, as though there was something trying to suppress its power. I want you to call in your parents and Logan; they deserve to hear this."_

"_Sure," Dean answered._

* * *

"That's . . . that's David Haller!" Jean exclaimed, startled to recognize "Professor H."

Xavier looked startled as well, but mixed with that was relief and joy. "So I didn't ruin him completely . . ."

"But how?" Cyclops asked. "Last I remembered, Lucas destroyed David's and Ian's personalities!"

"Personalities represent aspects of an individual's character," Xavier responded sagely. "They can be suppressed, but they are never quite destroyed. I suppose that in Cable's time, David was somehow able to reassert himself over Lucas or that somehow, they all recombined into one complete self."

"More or less," Cable confirmed. "I don't pretend to understand it."

"If David Haller's taken over in Cable's time, what happened to you, Professor?" Shadowcat asked.

"Dead," Cable replied grimly. "He was one of the primary targets of the MRD, and yeah, he was a scary powerful telepath . . . but when you can't walk or run . . ."

Cyclops clenched his teeth with pain at the thought of Xavier, the man who'd been like a father to him for so many years, being dead. Mustering his courage, he turned to Cable. "What about Magneto?"

"He raised an island in the middle of the Pacific Ocean," Cable replied. "Named it Genosha and claimed it as a refuge for mutants all over the world that were getting sick and tired of human persecution. Him being him, he also used it as a staging ground for terrorist raids against mutant camps. Not that they didn't deserve it, the bastards."

"Camps?" Shadowcat repeated. "You mentioned that once before."

"Yeah, that's where they put the mutants they catch, or at least the ones who won't go quietly," Cable answered. "What they do to them there . . . it's not something I'd like to repeat. It's not even something I like knowing."

"You mean, like . . ." Shadowcat trailed off, unable to completely voice the terrible thought gnawing at her mind, as memories of her own family history came back to her.

"Like that, yeah," Cable confirmed sadly.

_

* * *

_

Cyclops, Rogue, Nightcrawler, Shadowcat, Storm, and Wolverine, along with teenage Dean, had come together before Professor Haller. Like Cyclops and Rogue in the previous snippets of memory, Storm, Nightcrawler, Shadowcat, and Wolverine were garbed in militaristic leather uniforms. Aside from that, another major difference was that Nightcrawler, Storm, and Shadowcat had trimmed their hair, Storm wearing hers short with almost spiky ends, Shadowcat having cut off her trademark ponytail, and Nightcrawler's hair short in the back with longer bangs. "What do you want, Haller?" Cyclops asked bluntly.

"_I sensed a familiar psychic aura," Haller replied. "Not identical, but extremely similar . . . and filled with terror."_

"_Who do you think it is?" Shadowcat asked._

"_Jean Grey," Haller answered. He stared hard at Cyclops. "Bear in mind that the psychic signature is similar, but not identical, so don't get your hopes up that it's her."_

"_Then why do we care?" Cyclops spat._

"_Because there is a mutant out there, in pain, suffering at the hands of those psychopaths, and God damn you, we are going to save her," Haller retorted angrily as the other X-Men looked at Cyclops with appalled expressions._

"_Fine," Cyclops growled. "Are we taking Dean with us?"_

"_You're taking Cable with you," Haller answered._

"_Who's Cable?" Dean asked._

"_You, genius," Haller replied dryly._

* * *

"So that's how you got your name," Shadowcat remarked. "Why'd he call you that?"

"Hell if I know," Cable answered. "He's got an odd sense of humor."

"What's with all the black leather?" Nightcrawler wondered.

"It's the grim future," Cable quipped. "Black leather is essential for us hardened badasses."

"Then why's your coat the only part of your outfit that's leather?" Rogue inquired sardonically.

"Touché, Mom," Cable answered with a slight smirk.

_

* * *

_

The next memory they relived was the future X-Men's battle against the Prime Sentinels. Cyclops's optic blasts ripped through several Sentinels, while Storm unleashed an icy tornado that literally tore apart even more Prime Sentinels. Shadowcat used her phasing ability to jump through as many Prime Sentinels as she could get to, disrupting the nanomachinery that kept their bodies functioning. Nightcrawler jaunted all over the place, exploiting his teleporting ability to occasionally fatally remove or damage various body parts.

_Rogue flew through the Prime Sentinels, thrashing them (back) to death with her bare fists at extreme velocities. Wolverine decapitated, eviscerated, and otherwise brutally slaughtered even more Prime Sentinels. Cable was flashing all over the place, his speed making him almost impossible to track as he killed more Prime Sentinels with the kind of coldblooded fury that would frighten even more hardened soldiers. One second, he'd be visible, and when he turned invisible the next second, there'd be clusters of ruined Prime Sentinels in his wake._

_In the wake of their carnage, the X-Men made their way to where Professor Haller had directed them, finding a young redheaded girl strapped to a medical cot with machines linked to her brain. "Jean?" Cyclops uttered, with such longing . . . such __**love**__ in his voice that it made Cable want to rip his father's remaining eye out. He'd never shown his own son that much, if anything, in the way of genuine affection . . . and this girl dredged it out of him?_

_Wolverine sniffed. "Not quite her, but she sure as hell smells familiar."_

"_Are you sure?" Cyclops asked._

"_I'm sure," Wolverine replied._

"_And her aura feels like Jean's . . ." Rogue added. "Not the same, but she's . . ."_

"_What are they doing to her?" Cable asked._

"_Testing her psychic powers or just plain torturing her . . . or both," Storm surmised._

"_Let's get her out of there," Cyclops ordered._

_Wolverine sniffed again. "There's someone else . . . someone who's been . . ." His expression turned into one of surprise – and relief. "She's still alive."_

"_Who's still alive?" Shadowcat asked._

"_Laura," Wolverine replied._

"_Then we split up," Storm instructed. "Half of us to get this girl, half of us to get Laura."_

"_Rogue, Nightcrawler, and I will retrieve the girl," Cyclops immediately decided. "Shadowcat, Wolverine, Storm, you go find X23. Cable, you come with me."_

"_Sure thing, Fearless Leader," Cable sniped._

* * *

"Where was I all those years?" X23 asked.

"Being experimented on by S.H.I.E.L.D. to test the limits of your healing factor and figure out the cloning process that made you so they could clone their own super-soldiers out of the old superheroes that wouldn't cooperate with the new setup," Cable answered. "And when we found you . . . you hadn't aged a day. They were keeping you in stasis, obviously."

"And what of . . . ?" Storm looked uneasily between Jean and Rachel.

"Her name was Rachel Hope Morgan," Cable replied. "When her mutant powers manifested, they locked her in one of the camps, and all they'd tell her parents was that she was too dangerous to simply be relegated to a ghetto. As it turns out, they were scared of another Phoenix Incident, and the experiments were supposed to keep her docile, mold her into a living weapon of mass destruction they could use on us."

"It's Rachel _Summers,_ big brother," Rachel interjected.

"Only because Dad couldn't get over you looking like Jean," Cable jibed. "God knows what the hell he intended to do with you once you were old enough to _really_ look like her."

"That's just sick!" Cyclops exclaimed. "Sick and wrong!"

"You weren't exactly the shining picture of mental health when I knew you," Cable answered coldly.

"And what about Laura?" Rogue asked.

Cable got a faraway look in his eyes, before shaking it off and staring stoically at her. "She was all right, which was kinda scary. Didn't even occur to me for a while that she felt more at home in a place like that than she ever did when she was with you guys before the Phoenix Incident, but then I was a stupid kid."

"You still are a stupid kid," Rogue rejoined with a sardonic grin.

"Yeah, sure, Mom, mock me in front of your friends while I'm trying to save all your lives," Cable shot back, but he was grinning back at her.

"Why were you so angry when I – the future me, anyway – mistook Rachel for Jean?" Cyclops asked.

Cable turned an icy glare at Cyclops. "Because you loved _her_ more than you ever loved me or Mom . . . if you loved either of us at all."

"Daddy issues," Psylocke murmured. "That about explains everything. And I wouldn't be surprised if you had an Oedipus complex along with it."

"Hey, Betts . . . you mind not wisecracking about that?" Cable asked, his sardonic air belying his wintry expression. "Sore issue with me."

_

* * *

_

Yet another memory faded into focus, this one of a 20-year-old Cable and a 20-year-old Laura Logan sitting next to each other after an intense practice session in the Danger Grotto. "You make me feel strange," Laura spat out.

"_Strange how?" Cable prompted._

"_Just strange," Laura replied. "I feel warm, and yet I feel cold inside, when I'm near you."_

"_That's a little thing called attraction," Cable remarked. "And funny you should mention that, because you get my fire going, too."_

"_Fire?" Laura repeated. "You're on fire? Why don't I see flames?"_

"_Because I'm not doing my Human Torch impression," Cable teased._

_Against her will, Laura giggled slightly. "You . . . made me laugh."_

"_Laughter is the best medicine, they say," Cable quipped. "But I always feel a little better after some slaughter, too."_

_Laura looked away from him, as though ashamed. "So do I. I'm not supposed to feel like that, but that's all I'm good for. That's why I was made at all."_

_Cable groaned ruefully. "Why did I have to go ahead and say something stupid like that?" he muttered to himself. More audibly, "Hey, killing isn't the only thing you're good for. You're also a good friend, and I can trust you not to laugh at me or coddle me or just ignore me if I try to talk to you about something serious. And it doesn't hurt that you're pretty and you could kick my ass without breaking a sweat."_

_Laura looked at Cable with surprise, a blush forming on her tanned face. "So how about it?" Cable asked. "Give this thing, you and me, a good college try?"_

* * *

In reality, X23 blushed when she looked at Cable, who merely smiled gently at her. "Yeah. We were together in my time . . . but that didn't last forever."

"Why not?" Wraith asked. "Looked like you two were really growing to love each other."

"Loved each other so much I was gonna make an honest woman of her," Cable replied dryly, "and vice versa. Then the Sentinel attack happened, and . . ." He trailed off, as though caught in the painful memory, which was starting to manifest visually for the X-Men. Cable turned a hard glare on Xavier. "Cut it off. They know enough."

"I'm sorry," Xavier responded, as he disconnected the telepathic link that had allowed the X-Men to view Cable's memories.

"Don't be," Cable snapped. "If I succeed, it'll never happen."

"You might never exist, either," Psylocke interjected.

Cable stared ahead grimly. "I can live with that."

That was when Professor Xavier decided it was time to intercede. "How did you get your hands on the technology you used to go back in time?"

"We reverse-engineered it from Apocalypse's vessel, the one that came to him from way, way, _way_ into the future," Cable explained. "It took some trial and error, a few body parts lost here, a few dead guys there, but we managed."

"That's horrible!" Jean uttered.

"Wasn't for nothing, babe," Cable answered. "Thanks to all that hard work, we have a chance to set things right, make sure the camps, the ghettos, the MRD, the goddamn Sentinels . . . never even happen."

"But what will happen to your future if you succeed?" Beast asked. "Like Psylocke suggested before, you might never exist . . . or you might accidentally engineer a future that turns out much worse than your timeframe of origin."

Cable snorted. "What could possibly be worse?"

"Magneto rules the world and decides to genocide the entire human population?" Colossus suggested.

"You're kidding with me?" Cable asked.

"I do not kid," Colossus replied sorrowfully. "That truly is something Magneto would do if he had the resources and ability to accomplish it."

"Point taken," Cable conceded.

"How about . . . Apocalypse wakes up again and takes over the world and he's even worse than you said Magneto could be?" Shadowcat piped up, looking at Colossus.

"Yeah, that'd be really bad," Cable agreed.

"And while we're discussing futures no one wants to see happen, how about we try to figure out how to stop this one?" Cyclops suggested.

"We stop Spider-Man from killing Osborn," Cable replied. "Much as I hate to leave that son of a bitch alive, Webs killing him does nothing but play into the hands of his backers and all the other bastards who want an excuse to wipe us all out."

"Wait . . ." X23 spoke up. "He was wearing a different costume."

"Really?" Colossus asked.

"I saw it, too," Rogue backed up X23. "It was black, and it had a lot of glowing red pipes, even around the lenses of his mask."

"Like a Tron suit?" Cable suggested.

"I thought a grim-and-gritty badass from the future like you wouldn't have time for stuff like that," Nightcrawler commented wryly.

"When I was a child, I spoke of childish things, and when I became a man, I put aside childish things," Cable rejoined.

Nightcrawler looked at him oddly, to which Cable stared back before Rogue broke the silence. "So where did that costume come from?" she asked.

"Dunno," Cable replied. "Spider-Man went his own way after killing Osborn. Went underground, too, not that it made that big a difference in the end. They killed everyone close to him to draw him out, and when he came to avenge them . . . he put up a damned good fight, but he didn't last. The one to strike the killing blow was the man that'd become President Osborn."

"President Osborn?" Shadowcat repeated, utterly confused. "I thought Osborn was dead in your time?"

"He had a son," Cable explained. "A son who was Parker's best friend at one time, but he saw Spider-Man as responsible for the girl they both loved getting her plug pulled and when he found out Parker _was_ Spider-Man and that he'd killed his father . . ."

"Betrayal stings," Rogue whispered, remembering what Mystique had put her through, and how her "loving" guardian Irene had been going along with it the whole time.

"Fury was right," Xavier murmured. "Peter Parker, Spider-Man, is the key to all this, the lynchpin. It begins with him."

* * *

Endnotes: There you have it; not only have I explained this Cable's roots and what it has to do with the X-Men, it's also good setup for the next several chapters. Where did the future Spider-Man's black costume come from, and what pushed him over the edge? Why is Wolverine alive in the future and "dead" in the present? What secrets hide behind Rachel Summers' eyes, and will they spell doom for Jean Grey?

For those of you who will doubtlessly take offense to my portrayal of future Cyclops, it's based on a blend of his more ruthless behavior as of the last several years of X-Men comics and how he dealt with his grief over Jean's apparent death in "Wolverine & the X-Men," only taken to extremes. Did he directly abuse his own son? No, but he was emotionally unavailable, still caught up in his grief over Jean, and in many cases that's even worse, to which some of you reading this will probably be able to attest.

Speaking of Jean, I've decided to combine the various explanations for her Phoenix alter ego throughout the years in multiple continuities for this version. Basically, Phoenix is a split personality based partly on Jean's own potential for destruction and partly on the concept of destroyer goddesses, which Jean may or may not be an incarnation of. As for her reincarnation Rachel Summers, my version combines the canonical Rachel Summers, who was Jean's daughter from the original "Days of Future Past" timeline, and the more recent Hope Summers, who may or may not be Jean's reincarnation (as Jean is currently "dead" in the comics proper). I gave her the last name "Morgan" as homage to another redheaded heroine named Rachel, this one from a series of urban fantasy novels by Karen Harrison.

More explanations will be coming as the story continues, and for all my reviewers that have kept supporting me, I thank you. Until next chapter, this is Rider Paladin, signing off.


	10. Chapter 9: Claws of a Revenant

X-Men/Spider-Man:  
"Tangled Up In Evolution"

Chapter 9: "Claws of a Revenant"

Disclaimer: X-Men: Evolution belongs to Marvel Comics and Marvel Entertainment Studios. Spider-Man belongs to Marvel Comics in all incarnations, even the live-action Japanese show from the 1970s. As I have nothing to do with Marvel Comics in an ownership or creative capacity and I am simply a fan and consumer of their works, it's pretty clear that I don't own X-Men or Spider-Man and I don't make money from this story.

Author's note: Now that explanations and flashbacks are almost over with (for now), it's time to get back into the swing of the action. Wolverine is back, but in his original incarnation of ruthless soldier par excellence James Howlett and with no memory of being Logan of the X-Men. Worse, Magneto has convinced Wolverine that the X-Men are the enemy and had his memories selectively edited to make him work alongside his old Weapon X partners Sabretooth, Deadpool, and Lady Deathstrike! How are the X-Men going to react when they see their longtime mentor and friend on the side of their worst enemy with no memory of them? Will they even survive it, and if not – who's going to keep Spider-Man off the dark path that will lead to Cable's future? For the answers to those questions, read on, true believers!

* * *

Jean, Kitty, Rogue, Tabitha, Amara, Jubilee, Laura, and Betsy had all taken Rachel to the local mall, with Scott, Wraith, and Cable tagging along. Despite the revelations of Cable's future past weighing heavily on them all, the practical need for Rachel to have decent clothing beyond the older girls' hand-me-down had become the point of focus. Thus, they'd gathered at the mall together, even while Scott and Cable had done everything in their power to keep distant. Scott was still troubled over how his future self had treated his own son, and Cable was still angry because of the reopened psychic wounds of his past, which would be the others' future unless he could do something about it.

Laura was silent, as she usually tended to be, but casting uncertain looks at Cable, who was still wearing his coat but over civilian garb, a black muscle shirt and matching jeans and combat boots. She still couldn't believe that in the future, she and Cable would become so intimate, let alone that she could be intimate with _anyone_ at all, given the horrors of her own past. She felt something unfamiliar stir inside her when she looked at him, and thought about what she'd seen them share in the future.

Inside the mall, the group of twelve was given a wide berth, given that most of them were known as X-Men and mutants still made a large percentage of normal people nervous. Bayville was a special case of this, being considered "Mutant Central" thanks to the presence of the Xavier Institute, which was the X-Men's base of operations. Laura, Rachel, and Cable didn't seem to care all that much, the former just not caring about people in general and the latter two being used to much worse given the future they came from. The others looked more resigned than anything else, although traces of disappointment could be seen on their faces – even Tabitha's.

Soon enough, the looks on the faces of the normal humans passing by them were completely forgotten, as their attention turned to getting some decent clothes for Rachel. Speaking of Rachel, the girl wore one of Rogue's old halter tops and a pair of loose khakis borrowed from Jean that rested quite comfortably on her hips. She could have very well passed for Jean's younger sister, given their nearly identical red hair, green eyes, and physiques – but that was to be expected, with Rachel being Jean's reincarnation and all.

"I'm feeling green for you," Tabitha declared, holding up an off-the-shoulder green blouse for Rachel's inspection.

"Green?" Rachel repeated.

"You mean you've gone all environmental on us?" Cable quipped.

"No!" Tabitha scoffed. "I like this blouse for you, Rachel. It'll really bring out your eyes . . . and the boys won't be able to take their eyes off you!" This earned her a dark glare from Cable behind his ruby quartz sunglasses.

"It's nice, I guess," Rachel remarked uncertainly.

"Oh, and how about this little beauty here?" Tabitha had sped off to find a dark green camisole that looked just small enough to stop at its wearer's navel. This earned another dark glare from Cable, to which she just scoffed in annoyance. "Who are you, her father?"

"Her _brother,_" Cable answered, "and she's _not_ wearing _that._"

"Let's ask Rachel what she thinks," Tabitha responded. "Rachel, what do you think? You think it'd look nice on you?"

"Hmm, maybe . . ." Rachel replied.

"And what about these?" Tabitha had fetched a pair of green skinny jeans. "Just about your size, and with your hips, they'll certainly get you some serious attention."

Cable cleared his throat loudly, to which Tabitha aimed a snotty glare at him. "I guess you really _are_ Scotty's son." This simply got her an even darker glare than the ones before, and his eyes started to flash behind his red-tinted glasses, while three lengths of sharpened bone began to peek out between the knuckles of his fist.

"Hey, Dean, chill," Rogue admonished bluntly. "You're gonna show."

Cable noticed the claws halfway out of his hand and quickly retracted them before any onlookers could see. "Sorry . . . Tabitha just got on my nerves."

"You might want to control yourself a little better," Betsy suggested. "It wouldn't be nice if you exploded in a crowded place like this."

Cable blinked behind his glasses, a sudden flash of memory taking over his mind for a moment. No, "it wouldn't be nice" was quite the understatement of the horrors of his uncontrolled powers. Gathering himself, he just snorted. "Yeah, whatever. Now let's get Rachel some decent clothes – emphasis on _decent,_ Tabitha."

"Spoilsport," Tabitha pouted. Then she grinned wickedly. "Hey, how about we get Laura some new clothes, too? Seriously, girl, you could stand a little more color in your wardrobe."

Laura just glared at her, only to be startled by Cable. "I think I'd know a little better just what my wife likes to wear." This got them both the undivided attention of the other X-Men, who were all staring at Cable like he had grown a second head or a third leg. Laura herself seemed rather startled, although she did a better job of concealing it than the others.

"Your _wife?_" Scott repeated, stunned.

Cable just stared back, silently daring Scott to make an issue of it so he had an excuse to kick the crap out of him. "Yeah. Problem?"

* * *

Just before hostilities could begin or resume, Amara spotted a pair of teens passing by them. One had messy brown hair hanging slightly in his eyes and wore a khaki jacket over his clothes. The other was a tall blonde in a black leather jacket with spidery patterns stitched into the fabric. The blonde she didn't recognize at all, but the boy was more familiar to her.

"Hey, it's Peter!" Jubilee exclaimed, interrupting the standoff between father and time-displaced son. "And he's got some girl with him!"

"Oh, hey, you're right," Tabitha commented, looking out to see for herself. She smirked. "Looks like our favorite shutterbug got some game. Hope you're not jealous, Pretty Kitty."

"It's Emmy," Kitty corrected. "She's an old friend of Peter's. Their dads were close when they were alive."

"Oh, really?" Tabitha remarked.

Jubilee pouted slightly when she saw Peter and Emmy together, which made Kitty poke her. "Hey, are _you_ jealous?"

"What? No," Jubilee denied.

"You have been eyeing him a lot since he got here," Kitty remarked. "You might as well try to talk to him a little."

"Not sure that's such a good idea," Cable interrupted.

"Why?" Kitty asked.

"The girl's bad news," Cable replied grimly. "Trust me."

Betsy reluctantly had to admit that Cable had a point. The girl, Emmy, was vibrating with negative aura, and Betsy could feel a twisted _thing_ inside her psyche. Before she could say anything, she noticed Peter walking toward them, Emmy reluctantly in tow. _The jealous type,_ the violet-haired telepath thought to herself.

"Hey, Kitty . . ." Peter greeted her. "Uh, I don't think I recognize all of you."

"Oh, it's cool," Jubilee said. "The tall guy in the shades is Scott, and there's his girlfriend Jean next to him, although I think they're gonna announce they're engaged any day now." She giggled at her own joke, Tabitha joining in on the giggles while Scott and Jean looked startled and Rogue's eyes briefly flashed with jealousy. "The lady with the purple hair is Betsy, the other redhead is Rachel, and the other guy with shades is Dean. Oh, and the guy in the cowboy hat's Johnny . . . he's an old friend of Mr. Logan who's staying over for a while."

"Nice to meet you guys," Peter remarked, playing like he didn't know them, which was a fabrication. He knew Scott, Jean, Betsy, and Dean – albeit as Cyclops, Jean, Psylocke, and Cable. Rachel and Johnny were completely new to him.

"Nice to meet you, Pete," Johnny, alias Wraith, greeted, tipping his cowboy hat. "Who's the lady on your arm?"

"She's . . ." Peter started to say, only to be interrupted by Emmy, who was leaning _very_ closely on him, close enough that he could feel her not-exactly-small chest pressing against his arm.

"Emmy Brock, a close, _dear_ friend of Peter's. We go _way_ back."

Laura twitched slightly. From what she could see, that girl wanted to be _more_ than just friends with Peter, a factoid the secret vigilante was very oblivious to. It wasn't the only thing about Emmy that unsettled her, though; she had the very strong feeling that this girl meant no good for Peter. Except what did she care whom Peter Parker chose to associate with? If not for the fact that she'd seen a terrible future where Peter went on to become a murderer and left behind a legacy of terror for mutants, she wouldn't have cared at all. Would she?

"Yeah," Peter agreed a little more hesitantly. "Anyway, you've already met Kitty, Emmy, so I might as well introduce you to everyone else." His introductions were peppered with clever appellations like "the girl with the oddly fashionable yellow jacket" for Jubilee, "patron goddess of mischief" for Tabitha, "pretty in pink" for Amara, "she of the skunk stripe" for Rogue, and "she who never smiles" for Laura. This brought out a lot of chuckles in some corners, and blushes and embarrassed glares in others – including Laura.

"You're a laugh a minute, aren't ya, Pete?" Dean wryly commented.

"Yeah, that's me," Peter replied. "Walking standup routine."

Tabitha just smirked at Peter. "A goddess, am I? I like that. Yeah, that's me – goddess of mischief! Glad I got me a worshipper right now!"

"You walked right into that one," Dean remarked.

"Yeah, don't I know it?" Peter mumbled, oblivious to the acid stare Emmy was aiming at Tabitha. Tabitha, on the other hand, was very aware and was struggling not to shiver at the deathly gaze Emmy was giving her. Amara, of course, was no slouch at intimidation, as she proved through a pointed glare at Emmy, a glare that warned the leather-jacketed blonde to back off _or else._

Laura's own hackles had been stirred up as well, both in response to the rising hostility in the air and her own negative reaction to Emmy. If it wasn't for the other X-Men around her, she would have unsheathed her hand claws without another word. Alas, Dean's hand ghosting on her shoulder cooled her just enough to keep her claws within their housings inside her arms.

"Let's all cool down a little before things get out of hand, ok?" Jean suggested.

"Sure," Emmy acceded, though anyone with half a brain could tell it was more about self-preservation than any concern for hurt feelings.

"All right, now what about . . ." Jean's train of thought was derailed by a sudden horrific psychic flash, a flash of fire consuming everything around her.

"Jean?" Scott asked, moving closer to her.

* * *

At that moment, Peter's spider-sense was going berserk . . . just as multiple metal orbs crashed through the skylight of the mall. "Magneto and his bozos again," he muttered.

"What was that, Pete?" Emmy asked, sounding startled if not outright frightened.

"Just get somewhere safe," Peter grunted in response.

"This is none of your concern, Peter Parker," Laura whispered coldly.

"People are going to get hurt," Peter whispered back. "That _makes_ it my concern."

"Do what you want, but stay out of the way," Laura hissed.

"There're twelve of us," Scott said. "Half of us will handle evacuation. The other half will take down Magneto."

"Who's going to be in which half?" Wraith asked.

"Jubilee, Betsy, Rachel, Dean, and Laura are with me," Scott replied. "We'll be handling the offense. Wraith, Kitty, Rogue, Tabitha, Amara, and Jean will be handling evacuation. Jean's in charge."

"Bayville Sirens are back together!" Tabitha cheered.

"Get serious, Tabby," Amara interrupted. "We've got people to get out of harm's way."

"Yeah," Tabitha agreed. "Just trying to look on the brighter side of the situation."

"There won't _be_ any brighter side if all these people get hurt," Laura growled.

Without much further comment, the two X-Men teams split up on their respective duties. Jubilee, Betsy, Rachel, Dean, Laura, and Scott prepared to confront Magneto and his posse, while Wraith and the reunited "Bayville Sirens" began evacuation. Jean's telekinetic shields with Kitty's phasing abilities and Wraith's teleportation powers made a very efficient combination for getting innocent people out of harm's way, even if not all of those innocents were so grateful for being rescued by mutants.

As Scott's team prepared for the inevitable confrontation, the metal orbs carrying Magneto and his gang stopped in front of them and opened. Magneto stepped out of the central orb, followed by Gambit and Sabretooth, Lady Mastermind and Lady Deathstrike, Deadpool and Pyro, and to the surprise and horror of the X-Men . . .

. . . Wolverine. The seemingly immortal mutant was dressed rather casually for one of Magneto's Acolytes. His outfit consisted of a white muscle shirt underneath an unzipped motorcyclist's jacket with gray claw marks embedded on the shoulders and sides. His pants were black and made from the same motorcycle leather as his jacket with similar gray claw marks embedded on the outer thighs. A pair of black motorcycle boots completed the outfit, and if not for the silvery "M"-buckle on his belt, it would have been a rather ordinary ensemble.

"What's the matter?" Wolverine snorted, his eyes gleaming most unsettlingly. "You kids look like you've seen a ghost."

"What kind of sick joke is this, Magneto?" Scott interrogated angrily, the lens of his visor flaring with his power as if matching his ire.

"I promised young Laura that I would bring back Wolverine," Magneto answered calmly. "I never said how, or in what condition."

Sabretooth growled lowly in his throat, while Lady Deathstrike draped herself over Wolverine, gently stroking him with her talons. "Yuriko, we don't have time for this," Wolverine growled softly, affectionately.

Laura just looked aghast – and furious – at seeing her progenitor and father figure almost casually standing there with the X-Men's worst enemies. "What are you doing with them, Logan?" she screamed, her hand claws out.

"X23," Wolverine snarled. "Guess I'd be meeting you sooner or later. Mags told me what the humans did to us. Why side with these idiots? You think humanity will ever accept us, or even respect us? You know what they see when they look at us? _Animals. Monsters. Killers._ We might as well give them what they want."

"What the hell did you do to him?" Scott roared.

"I merely persuaded him of the truth," Magneto replied.

* * *

Meanwhile, Peter had managed to get Emmy somewhere safe and changed into Spider-Man. As he crawled high on the wall to observe the situation from a covert angle, he got a look at the confrontation between the X-Men and Acolytes. His eyes widened beneath his mask in shock when he saw who was with the Acolytes. "Wolverine?"

"Ain't it fun!" Deadpool asked, drawing his twin katana. "Jimmy, Vicky, Yuri, and I are all back together again! It's like a freaking Weapon X reunion!"

"What do you want here?" Scott asked.

"I'm a man of my word, Scott Summers," Magneto answered coolly. "I promised Wolverine's restoration and I've delivered."

"X-Men . . . take them down!" Cyclops ordered furiously, opening with a blast of crimson energy from his eyes aimed at Magneto. Luckily for the Master of Magnetism, Wolverine had jumped in front of him and blocked the shot with his claws faster than even Cyclops could blink. Once the energy had dissipated, Wolverine lunged at Cyclops with red-hot claws, only to be blocked by Laura attacking him with her own claws.

"Time to bring the pain, bitches!" Deadpool shouted.

"For once, Wade, you and I can agree," Sabretooth snarled wickedly.

"Yeah, bringing the pain sounds fun," Lady Deathstrike purred, licking her talons with excitement.

"Remember," Magneto called, "the X-Men are our only targets."

"But what about the soon-to-be-charbroiled spider hanging on that wall over there?" Pyro asked. A split second later, Spider-Man had to swing out of the way of one of Pyro's fire demons, which merely turned on a dime to attack him again. Twisting out of the way, Spider-Man fired a couple of web-globs at Pyro's flamethrowers. As Pyro was briefly distracted trying to unclog his flamethrowers, Spider-Man delivered a right cross to the pyromaniac's jaw that knocked him to the ground unconscious. As for the fire demon, Rachel's telekinetic powers had carefully snuffed it out before it could cause much more damage.

His spider-sense went off just in time to dodge a flurry of kinetically excited cards flung at him by Gambit. As Spider-Man attempted to retaliate with web bullets, Gambit used a collapsible quarterstaff to block the web bullets, twirling it faster and faster until the built-up energy smacked Spider-Man to the ground from midair. As Gambit was about to press his advantage with a staff strike to Spider-Man's head, the web-slinger rolled out of the way and spun low to kick the raging Cajun's legs out from under him.

Gambit dodged Spider-Man's kick, and Jubilee's pyrotechnic assault – and right into Betsy's psychokinetic sword, which he barely blocked in time with his staff. "Hey, good-looking," he greeted with a flirtatious smirk. Betsy retorted with a punch from her psychic dagger-enhanced fist, which Gambit ducked under and twisted to harshly elbow Betsy in the ribs. The blow knocked the breath out of Betsy, but not quite enough to give Gambit the advantage, and Betsy quickly retaliated with a swing of her psychokinetic katana.

"Hey, baby . . ." Lady Mastermind greeted Spider-Man, and the next thing Spider-Man knew was agony, agony searing through every last nerve ending in his body, agony so great he couldn't even scream. When the sensation stopped, he suddenly felt a sense of terrible dread and rage intermingling inside him . . . and he went berserk.

A web strike snagged one opponent and lashed him viciously around the battlefield before he was brutally dropped to the ground. Another attempted to attack him, only to be caught by another web strike, which Spider-Man used this time to zip toward his foe and kick him in the chest forcefully enough to cave in his ribcage if he'd been dealing with someone normal. Somersaulting into the air, Spidey doubled back on another opponent, or target, and hit him so viciously he likely cracked something. The wall-crawler was a red-and-blue flurry of violence, and unbeknownst to him in his frenzy . . . not everyone in his path was an enemy.

Indeed, a bright yellow heap on the floor was none other than Jubilee, and Tabitha was in a similar condition herself. Pyro was still out of it, and Lady Mastermind was quite unconscious herself at this point. Sabretooth and Wolverine had also borne the brunt of Spider-Man's fury, although they were still able and willing to fight. Deadpool had had to reset nearly every bone in his body, which given his healing factor wasn't impossible, just on the unpleasant side of painful. Laura and Lady Deathstrike hadn't been so lucky themselves, even if they didn't have as much bruising to show for it thanks to their own rapid recovery abilities.

Scott was maintaining long-ranged assaults with his optic blasts, but Spider-Man was evading them with unnatural alacrity, and a blitz from the web-slinger had knocked the breath out of him. Jean, Betsy, and Rachel had been using their telekinetic powers to protect themselves to the best of their ability, which was why they were mostly unscathed by the wall-crawler's attacks. Kitty's phasing worked wonders as well for evading the furious Spider-Man, especially when Rogue and Dean copied it for their own uses.

"Rogue, try absorbing him!" Kitty shouted.

"Absorb what?" Rogue asked. "He's got no bare skin for me to touch, and as fast as he's moving, how am I supposed to even catch him!"

About the only ones who seemed able to keep up with Spider-Man were the teleporting Wraith, the equally frenetic – if not out-and-out psychotic – Deadpool, a telekinetically shielded Betsy, a kinetically charged Gambit, and a quite fed-up Laura. Of course, Spider-Man was still giving all of them a run for their money with agile strikes from unnatural angles only possible for someone with his unique skill set. He was moving so fast even Wraith was putting his powers through their paces just dodging him, let alone countering him, and Gambit couldn't sustain his kinetic acceleration forever. Fortunately, the same was true of Spider-Man, but would he exhaust himself _before_ taking out everyone in his path?

Suddenly, metallic shrapnel ripped out from Spider-Man's gloves, tearing through the wrist cuffs and creating an explosion of webbing that trapped the frenzied web-slinger. Cyclops looked to see Magneto with an outstretched arm and a somewhat tense expression. "The boy should have been more careful about the materials he used to make his web-shooters," the Master of Magnetism remarked coolly.

Spider-Man struggled inside the web keeping him trapped at present, before Dean went up to him and grabbed him forcefully to hold him still. "Snap out of it, web-head! That Mastermind bitch was messing with you, cobwebs for brains! Now snap the hell out of it!" Dean struck the wall-crawler with enough force to make his head snap back and loll at an angle . . . and then rubbed his already-injured shoulder, which he'd further strained punching Spider-Man.

"Is he . . . ?" Tabitha started to ask.

"He will be," Dean muttered. He looked at Rogue. "You might wanna give him a love tap. Maybe it'll chill him the hell out."

Rogue came up to Spider-Man and grabbed his bared wrist with her equally bare hand, bleeding off the excess. Suddenly, she stumbled back from him, collapsing on the ground writhing and screaming. "Rogue!" Cyclops shouted, running to her. "Rogue, talk to me!" He grabbed her by the shoulders, trying to get her to look at him. "Rogue, please!"

Jean and Betsy were by their side, trying to use their telepathy to calm whatever demons Rogue had absorbed from Spider-Man. "He's everywhere! He's like a cancer!" Rogue shrieked. "Everything he touches, he destroys, he ruins, he _infects!_ He's not even human! He's a monster!" Suddenly, she started sobbing. "I'm sorry! Gwen, I'm so sorry! Captain Stacy, I promised! I _promised! I'm sorry!_"

Cyclops just held the sobbing Rogue gently while Jean concentrated her telepathy on calming her. As Jean's calming influence grew, the other girl's sobs turned into heaving breaths that gradually slowed to a more normal pitch. "Inside his mind . . ." Rogue murmured. "So much . . . so much . . . how does he stand it? How does he even get up in the morning?"

"I don't know," Cyclops whispered grimly.

* * *

"Well, that was a fine mess you got us into, Regan," Lady Deathstrike sniped at the currently unconscious leather-clad blonde lying on the floor. "You should have made sure the stupid kid wouldn't charge _us,_ you dumb blonde skank!"

"Hey, I happen to like that dumb blonde skank!" Deadpool defended.

"Of course you would, Wade," Lady Deathstrike sneered.

"Damned kid nearly killed us . . ." Wolverine snarled.

"Hey, maybe we ought to rip his face off!" Sabretooth roared angrily.

"The mask or what's underneath it?" Wolverine inquired.

"His real face!" Sabretooth retorted indignantly.

Wolverine just looked ironically pensive. "Mask could be the kid's real face, for all we know."

"He's unconscious and contained now," Magneto interrupted. "There is no need for further violence toward his person. The message has been sent . . ." His gaze turned upon the X-Men, a gaze darkening as it lingered. ". . . and received."

Gambit was looking at the X-Men, too, or at Rogue particularly, who was still in Cyclops's arms. The red-eyed mutant's expression was a little more somber than customary for the usually cavalier cardsharp. "Feeling jealous?" Deadpool asked conversationally.

"Shove off," Gambit muttered.

"It's time we took our leave," Magneto ordered his Acolytes. "We've made our point already. Lady Deathstrike, load Lady Mastermind into her transport before we leave."

"Yeah, 'load' is about right," Lady Deathstrike mumbled, dumping the blonde telepath into her orb unceremoniously before hopping into her own.

"Hey, Jimmy, you done staring a hole in these kids?" Sabretooth asked. "We'll get to kill them later."

Wolverine aimed a dark glare at Sabretooth, paired with a snarl. "You disgust me sometimes, you know that, Victor?"

"Yeah, whatever, let's go already," Sabretooth growled as he and Wolverine stepped inside their orbs. Gambit, the just-barely-aware Pyro, and Magneto stepped inside their orbs as well. Once all seven orbs closed, they floated out of the mall through the skylight they'd crashed through to enter in the first place, leaving some very battered X-Men with a psychologically exhausted Rogue and an unconscious Spider-Man.

"So what do we do with him now?" Jubilee asked unsurely.

"We take him back to the Professor," Cyclops replied. "See if he can help him."

"Help _him?_" Laura spat contemptuously. "You saw what he did! He tried to kill us!"

"Only because Lady Mastermind trapped him in his own nightmares," Betsy replied. "In that state, he's as much a danger to himself as any of us."

"And if we leave him here on his own, those Thunderbolt creeps will get him," Kitty added.

Laura didn't want to admit it, but the unbridled fury Spider-Man had demonstrated during his rampage had scared her. On top of her father figure being co-opted by the enemy, she'd had to face an out-of-control superhero that she had to reluctantly admit was her physical match, if not superior. From a physical standpoint _only;_ she had been trained pretty much all of her life to be able to fight and kill, and the wall-crawler had only had his powers for a little over eighteen months, judging by the dates of his first appearances.

"We'd better bail, too," Dean remarked. "The Thunderbolts are gonna get here soon enough, and I'd rather not deal with those bozos."

As the X-Men gathered up to leave with Spider-Man, they were met by none other than the Thunderbolts. There were a couple of things the X-Men noticed were very different about the Thunderbolts. Firstly, the one called Arachne, the female counterpart to Spider-Man, was now wearing a black suit with a twisted web-like grid over her arms, legs, hips, and shoulders that expanded from the shoulders down and the hips up to form a twisted spider symbol across her chest. Her face was covered by a mask with similarly twisted grid patterns over the front and the ponytailed red wig still covered the top of her head.

The other major difference was the leader of the Thunderbolts. It was not Citizen V, though the figure was garbed in similarly patriotic gear. No, this man wore dark blue armor plating over a lighter blue full-body suit and mask. The plating on his shoulders was decorated with white stars and his breastplate was painted like the American flag, with his right pectoral taken up by white stars on a blue background and the rest being alternating red and white stripes. A pair of silvery bars with rounded ends rested on either side of his belt, and the armor plating over his mask was painted like Captain America's shield, with the white circle presumably containing his lenses.

"So who are you supposed to be?" Cable snarled. "The new and not much improved Citizen V?"

"Just 'Colonel' to you," the armored man replied, drawing the silver bars from his belt and snapping them out to unsheathe glowing blue blades. "I'll ask you once. Turn over Spider-Man and we'll be gentle with you when we bring you in."

"And if you don't wanna turn him over . . ." Meteorite added with a deadly smirk. "We _won't_ be gentle with you. At all."

Cyclops snarled. "Turn over Spider-Man to you? No, thanks. We don't abandon our own."

Meteorite made a small "tsk" noise that sounded like she was more amused than anything else, while the Colonel shook his head sadly. "I'd rather it not come to this," he said, and he sounded genuinely regretful. "But orders are orders. Thunderbolts . . . take them down!"

* * *

Endnotes: There we have it, what was supposed to be a retreat for the X-Men has turned into a conflagration of chaos and carnage. The Acolytes have revealed their newest member, the Wolverine himself, James Logan Howlett. Will the X-Men be able to get him back, or will they be forced to put down their mentor and friend? As if that wasn't enough, they now have to also protect an unstable and unconscious Spider-Man from the attentions of the Thunderbolts, who intend to turn the web-slinger over to his worst enemy, Norman Osborn! Will the tangled web unwittingly woven between Peter Parker, his "very close friend" Emmy Brock, and the X-Men bring more harm than good for them all in the long run? And just what terrifying forces will be invoked if Cable really does lose control of his powers? To answer all of these questions, you'll just have to hang on for the next chapter! Until next time, true believers . . . excelsior!


	11. Chapter 10: Outside of Your Mind

"X-Men/Spider-Man:

Tangled Up In Evolution"

Chapter 10: "Outside of Your Mind"

Disclaimer: X-Men: Evolution, along with all other incarnations and adaptations of the X-Men franchise, belongs to Marvel Comics and Marvel Studios. The same goes for Spider-Man in every incarnation and adaptation, as the version of him that appears here is merely sourced from a hybridization of _several_ of those incarnations and thus owes more to the geniuses at Marvel than to me. The characters that have appeared or will appear in this story are all properties of Marvel Comics in one shape or another and are again not owned by me. All this in mind, I do not profit at all from this story in any material sense and my only reward is yielded by my readership.

Author's note: At the behest of a few fellow Spider-Man fanficcers – specifically Nomad88, Public Valentine, and Erik Howlett – I have decided to resume work on this story. For one reason or another, my usual collaborator JOUNOUCHI-sama has not spoken to me in some time, so I will be doing this one without his input. Real-life issues aside, Spider-Man has been incapacitated by his inner demons and now the X-Men are forced to protect him from the Thunderbolts. Could this day get any worse? And just who is this "Colonel," anyway, and what relevance does he have to the story? Answers to that will be coming, but you have to start reading, that's how it works. Enjoy!

* * *

"_Colonel John Jameson," Norman Osborn slowly spoke the name of the man in front of him. "You have quite the distinguished record, both in the Armed Forces and in NASA. You were at the very top of my list of recommended replacements for Citizen V."_

"_I still don't understand what happened to him," the young Jameson, a handsome man with a dark buzz cut and a strong build wrapped in a formal military uniform, admitted. "I always thought the X-Men were heroes . . ."_

"_Now you know better, don't you?" Osborn replied nonchalantly. "The mutants cannot be trusted, Colonel, and your father was quite right when it came to Spider-Man on that same issue. He collaborated with the X-Men. He is every bit the threat that they are . . ."_

"_With all due respect, Mr. Osborn, Spider-Man put his life on the line far too many times to be treated like this," John Jameson protested. "He even saved my life once or twice, not to mention my father's. He deserves better."_

"_He attacked the Thunderbolts in the open," Osborn insisted. "He's made a career out of endangering the lives of innocent people for his selfish thrill-seeking that all too many have mistaken for heroism. Said thrill-seeking also cost us the lives of a good man, a true hero, and his daughter."_

"_Gwen Stacy isn't . . ."_

_Norman cut him off. "She might as well be. Hooked up to machines that are doing all in their power to keep her body alive while the shock from her injuries at Spider-Man's hands has done such irreparable damage to her brain that she'll never wake up? If that's not the next worst thing to being dead, I don't know what is." His tone softened, sounding almost remorseful. "The Thunderbolts need a leader. They need a symbol they, and the country, can rally behind. The Avengers aren't going to do what needs to be done to protect this nation; all they are is Nick Fury's stooges. We need real heroes. This country needs real heroes, so I ask you, Colonel . . . will you be their hero?"_

_John Jameson nodded slowly, Osborn's arguments sounding rather uncomfortably sensible to his ears. While he was not convinced that Spider-Man was truly the villain that Norman Osborn and his father John Jonah Jameson wanted him to be, he also understood that at this vulnerable point in time, the nation needed a hero. If Osborn wanted him to be that hero, then he would oblige . . . for now._

* * *

In the present, the X-Men faced off against the Thunderbolts. Cyclops looked at Wraith, who was presently carrying the unconscious Spider-Man over his shoulder. "Get him back to the mansion. We'll hold them off."

Just as Wraith was about to teleport, Lightshow charged him in an almost literal flash, fast enough to take him by surprise and separate him from Spider-Man. Before Lightshow could catch Spider-Man for himself, a speeding Cable kicked the insane light being and snatched Spider-Man out of his reach. Dusk chose that moment to attack Cable from the shadows, only to barely phase through a lunging X23 . . . and get punched by a similarly shadow-warping Psylocke.

The Colonel, with his laser blades unleashed, struck forcefully against Cable's telekinetic shields and Cable responded by a telekinetic force blast that sent the patriotically garbed Thunderbolts leader flying. The X-Men's leader Cyclops shot an optic blast at Guardian, whose force field absorbed the blast before countering with an optic laser blast of her own, which Cyclops agilely dodged.

As Static-X made his way toward Spider-Man, Tabitha scattered her miniature energy bombs on the ground on which he ran. Surprisingly, his reflexes enabled him to dodge the explosions, but Amara followed up by turning into her magma form and hitting him with seismic heat. Meteorite soared high into the sky and dive-bombed straight toward the X-girls currently guarding Spider-Man. She had anticipated them instinctively using either Kitty's or Jean's powers to shield themselves – which would leave Spider-Man vulnerable and give her the perfect opportunity to snatch him herself.

She hadn't expected Rogue to meet her dive-bomb with a vicious photon-charged anti-air strike, and as a result she was left tumbling haphazardly in midair. Similarly, she hadn't anticipated Rogue taking a flying leap ahead of her and performing a tight 180 that put her right in position to hit her again, with only her fist this time but still quite the punch. Meteorite attempted to phase her way through the attack, but that actually didn't help a bit, as Rogue also phased and hit Meteorite even harder. The blow came so hard that she made a small crater when she impacted with the ground, and Wraith used that moment of distraction to grab Spider-Man and teleport away with him.

"How . . . ?" Meteorite groaned.

"Nice moonstone you got for a heart, Karla," Rogue taunted. "I guess when I absorbed you, I absorbed its energies, too. Alien artifacts are fun like that, I suppose. Ain't my first time with one, to be honest with you and all . . . but at least I didn't get mine by conning an old man."

Meteorite's face darkened with indignation. "Shut up, you miserable piece of . . ." She couldn't even finish her exclamation, as she had lunged for Rogue's throat, a lunge that Rogue ducked under to punch her in the stomach, causing her to crumple in midair.

"Piece of what? White trash? Mutant trash?" Rogue supplied, her voice honeyed with mockery. "Which one was it, Karla? Which one? Which one did they call _you,_ sugar?"

Meteorite slowly rose to her feet, rage evident behind her Valkyrie-like helm. "You . . . you know nothing about me!" She charged Rogue, intending to punch the heart out of the skunk-striped girl, who merely sidestepped her with superhuman agility and grace before grabbing Meteorite's outstretched arm and spinning her to put painful torque on that arm as she twisted it behind the blonde Thunderbolt's back.

"Don't I?" Rogue mocked. "They called you a dumb blonde for years, said you were good for nothing except being pretty . . . and you put on a perfect smile, pretended you could care less what they said, but deep down you hated them all, wanted to make them suffer. Isn't that why you became a psychology major? So you could break them the way they tried to break you?"

"I'll _break you,_ you filthy mutant –!" Meteorite slammed her other arm into Rogue's gut, left visible by the midriff-baring halter top under her sheer green mesh shirt. The impact sent Rogue stumbling back, but Meteorite did not fare so well herself, her twisted arm aching from both the torque placed on it and the impact that had wrenched it free of Rogue's grip. Not caring about that, or anything but brutally killing Rogue for deconstructing her true self, Meteorite again went for the green-clad mutant's throat.

This was when X23 went into action, kicking Meteorite most viciously with her foot claws extended for maximum pain. As Meteorite recoiled from the claws behind the dual kicks, X23 contorted to strike with her hand claws. "You killed Logan. You pay." That monosyllabic threat – more vow than threat, honestly – was uttered in that unsettling throaty growl that most regular humans, and even some mutants, wouldn't believe could have come from such a dainty-looking girl.

X23 made for a brutal uppercut with claws extended and might have taken Meteorite's head off . . . if not for a web-line suddenly tagging her striking arm and tugging harshly on said arm. X23 twisted around while in unwilling flight and extended her foot claws to the interceder, who was none other than Arachne. She attempted to slash her throat with a kick, but Arachne bent away from X23's assault, which merely enabled X23 to cut free of the webbing.

Arachne and X23 began an acrobatic dance of death, deadly agility and killing reflexes pitted against each other. Each strike parried by another, each kick gracefully sidestepped, each attack countered with another. It was almost a grotesque mirror, as it slowly dawned upon X23 that everything HYDRA had ever tried to make her into, this wall-crawling assassin already was. It made her wonder for a moment or two just what kind of monster Norman Osborn really was.

Kitty, Jubilee, and Jean were fighting against Guardian, while Cyclops put his hand-to-hand skills to the test against Static-X's electrically enhanced martial artistry. Rogue and Meteorite were in the dogfight to end dogfights, as Meteorite's movements grew more careless in her wrathful frenzy against Rogue. Cable and Rachel were up against Lightshow, while Dusk and Psylocke clashed back and forth through the shadows. Amara and Tabitha were up against the Colonel, whose enhanced fighting skills and physical prowess would have been too much for them if not for Wraith's timely intervention.

"You might wanna stick to those fancy eye blasts of yours," Static-X taunted Cyclops, tagging him again with another electrically charged punch. Cyclops took the punch with barely a flinch despite the literally shocking force of it, grabbing Static-X by his wrist and twisting them both into position for a vicious knee to the gut. To Static-X's surprise, the knee managed to slightly stagger him, and Cyclops pressed his advantage by way of a close-range optic blast that rendered Static-X airborne against his will.

* * *

Despite their telekinetic shields, Cable and Rachel could only hold out so long against Lightshow's light-speed blitz. Realizing what had to be done, Cable closed his eyes, concentrating on the auras of Rachel and Lightshow near him. He remembered his first meeting with her, the resentment he'd initially felt for her being a living reminder of what his parents had lost. He remembered how she'd latched onto him, like a little sister clinging to her big brother . . . and so she'd become Rachel Morgan Summers.

Then he began to absorb Lightshow's aura. A lifetime of neglect and abuse at the hands of his overly demanding mother had driven him to be the absolute best, no matter what. When he couldn't do it by being the smartest, he turned to being the toughest, meanest bastard on campus, which was how his life of petty crime had started. Then he stumbled upon a discarded StarkTech prototype, a laser weapon that had bonded with him and turned him into a being of light, a being of absolute power, and a being that would show that miserable shrew of a mother just who the best really was!

The mixing memories and emotions caused Cable's left eye to flare brightly . . . and then the flare emerged in both eyes, as an aura of golden flame rose around his body and the power flooded into him. A dangerous smile crept upon his face as the glow in his eyes became even more foreboding. "Hey, Laser-bitch," the time-displaced rebel challenged his opponent. "Let's play."

Lightshow charged Cable in a frenzied streak of light, while Cable came at him using the same speed but with a trail of fire behind him. Both fighters were moving and fighting so fast that they couldn't even be distinguished as blurs, although both could be faintly seen at some points as near-ghostly afterimages. Eventually, their clashes began to give off bursts of unbearable light and heat . . . well, unbearable to anyone without the benefit of telekinetic shielding, like Rachel.

"Goddamn it, Cable, watch it!" Tabitha shouted. "We can barely see with all the damn flashes!"

Luckily for most of the X-Men, the Thunderbolts were not necessarily faring so well in the sight department themselves. Even the ones with special equipment built into their costumes to augment their vision had had said equipment overwhelmed by the sheer light Cable and Lightshow were giving off with each connecting strike either made. Dusk didn't necessarily have the same problem, given that he was technically blind, but the light flashes were reducing his effectiveness as a fighter thanks to the loss of available shadows. Psylocke herself fared rather better, as she still had her psychically enhanced combat skills to fall back on, and any telepath worth their salt didn't _need_ their eyes, anyway.

To Rogue's shock, Meteorite began to absorb the bits of light and heat bleeding off Cable's fight with Lightshow, the energy amplifying her own power, power that she now used to beat back Rogue with a vengeance. "Still think you're so tough now?" she yelled, striking the skunk-striped X-Man in the gut with her elbow before following it with a brutal split kick to her head. Before Rogue could recover from the blow to her head, Meteorite was beating her harder than ever, eyes practically glowing with fury behind her helm.

Cyclops spotted the beating Meteorite was dealing Rogue and his eyes lit up behind his visor, blasting Static-X as far away as he could manage. He then turned his wrathful eyes upon Meteorite, although he wasn't alone in his righteous fury; Jean's eyes blazed a very fiery shade of gold as she looked at the Valkyrie-styled Thunderbolt. An optic blast at full power shredded forth from Cyclops's visor, hitting Meteorite with terrific force. Meteorite attempted to absorb the optic blast, only to be hit by a force of psychokinetic flame on top of the earlier blast, psychokinetic flame that came from Jean herself.

"Hurt my friend, why don't you?" Jean snarled, her voice deepening dramatically as wisps of flaming aura began to rise from her body. "You're nothing but a _petty bitch, _Karla Sofen . . . and you're going to see what happens when you _dare to_ _trifle with things beyond your comprehension!_"

At the same time Jean was unleashing the full force of her powers on Meteorite, Cable's aura began to rage out of control, much like that of Meteorite. It wasn't just Cable's powers going out of control; it was the powers he had absorbed from Rachel, the powers of the Phoenix Force. When Meteorite had absorbed the bits of light and heat from his clash with Lightshow, she had also attempted to tap into the Phoenix Force as well. The Phoenix did not particularly _like_ being manipulated by mere usurpers – and the unfortunates who had tried were going to learn that lesson the hard way.

"What's going on?" Jubilee shouted, seeing the rising conflagration of psychic power.

"They're going to explode!" Kitty exclaimed.

Not the most apt description, but it was the only one she could come up with on short notice, seeing how glowing cracks were appearing in Cable's skin and body like volcanic veins. The same could be said for Meteorite, who was still being psychically lashed by the wrathful Jean Grey.

"Jean, stop!" Cyclops shouted, running toward her.

"Don't try to tell me to stop!" Jean roared. "Not after what this _insect _tried to do!"

"Stop it, Jean!" Cyclops pleaded. "You're not yourself! The real you would never call someone else an insect!"

Jean just laughed out loud, a cruel throaty noise. "And how are you so sure this _isn't_ the real me?"

"Because I know you better than anyone else ever has, or ever will!" Cyclops retorted. "Remember! This side of you may exist, but it's not who you really are! Don't you think I know that about you by now?"

Jean blinked, the fiery glow starting to fade from her eyes. "Scott . . ."

As she powered down, the glowing cracks in Cable's and Meteorite's bodies began to leak glowing embers, which gave off the dangerous impression of an imminent explosion. "What the hell is this?" Wraith asked.

"Meltdown," Tabitha murmured, sounding unusually somber.

"The Phoenix . . . doesn't want . . . to be controlled . . . by them . . ." Jean managed to utter, as X23 stared at horror at her future lover and her would-be father's murderer both about to combust from the power of the Phoenix Force. Rogue almost instinctively ran toward her future son, intending to use her absorption powers to drain the power from him before he exploded, only for Rachel to block her.

"He took the power from me . . ." she whispered. "So I have to take it back from him."

She embraced Cable, and the leaking Phoenix power began to drain from him back into her. As his borrowed power returned to where it belonged, so did Meteorite's, causing the glowing cracks to fade from their bodies. Combined with Jean's psychic attack and the fight with Rogue, this was enough to make Meteorite go limp, only for her to be caught by the Colonel. Cable himself nearly passed out in Rachel's arms, only for Rachel to gently release him into the arms of X23 and Rogue as she rose into the air, her aura expanding into the shape of a fiery phoenix that complemented the setting sun.

"Time to cut our losses," the Colonel stated grimly. "We've taken quite the hits here. Discretion is the better part of valor, after all." He looked at the X-Men and nodded tersely at them before pressing a button on his belt. Almost immediately, an airship shaped vaguely like an arrow emerged from its cloaking mechanism and descended until it hovered just over the Thunderbolts' heads. It opened up, and the assembled Thunderbolts stepped inside one by one before the vessel closed and flew away with them, leaving behind some very perplexed X-Men.

"Did he just run?" Tabitha asked.

"Yes," Rogue replied dryly. Within her arms, Cable stirred.

"Someone get the name of that truck? I'm gonna have words with that S.O.B."

Cyclops didn't have much energy to do more than scoff lightly at the non-sequitur. "What happened to Spider-Man, Wraith?" he asked.

"Safe and sound back at the mansion," Wraith replied. "Speaking of, you wanna tell me what the hell was up with that Phoenix lightshow?"

"Wish I knew the half of it," Cyclops admitted somberly.

* * *

Back in the X-Mansion, Charles Xavier loomed as best he could in a wheelchair over the sleeping frame of Peter Parker. The young hero had been stripped of the top segment of his costume, wires attached to his forehead and chest that led to brain and heart monitors. So far, Peter was in steady condition but had yet to wake up.

"Why hasn't he woken up yet, Professor?" Jubilee asked.

"Because his traumas go much deeper than the physical, and Lady Mastermind's manipulations have left him in a fugue state where he has chosen to completely retreat from the world," Xavier answered sadly.

"Is there a chance you could wake him up?" Ray wondered aloud.

"He has to _want_ to wake up," Xavier responded, "but that doesn't mean I cannot help him along." He placed the fingertips of one hand on one of Peter's temples, and put the index and middle fingers of his other hand to his own temple.

* * *

_Within Peter Parker's mind, Charles Xavier saw a strong memory in play, the memory of the day Peter had gone on that field trip to ESU, the pain of the spider bite on the nape of his neck. He'd felt ill, but he'd quickly covered the bite on his neck with his jacket hood and gone somewhere he'd felt he could pass out for a while. When he'd woken, he'd realized that the school bus had left without him, likely presuming that he'd gotten on the bus and was just being especially quiet and well-concealed to avoid bullies like Flash Thompson._

_Still feeling somewhat out of it, he'd started walking to the nearest bus stop, only for his senses to suddenly kick into overdrive as the bus came dangerously close to hitting him. It hadn't, of course; by sheer instinct alone, he'd leapt three or four stories high, clinging to a fire escape in a very precarious position that no ordinary human could have managed. The young man was shocked at what had nearly happened and awed at the actions he had instinctively performed. In his shock, he faintly noticed that his glasses had fallen off . . . and now they were crushed on the ground by some careless pedestrian, but __he could see just fine without them, for some reason._

"_Holy . . ."_

_Growing bold, Peter started clambering up the fire escape and when he reached the top, he skittered onto the rooftop of the building and started running, faster than he'd ever run before, faster than he'd ever thought he could run. He was running so fast he'd launched off the edge of the rooftop and his momentum had carried him to the next rooftop, tumbling to absorb the impact of his landing. Standing on the edge of that rooftop, Peter let himself fall off, only to do an agile back-flip and grab the façade to slow his fall. To his surprise, he stopped entirely, realizing that he was somehow __**sticking**__ to that wall without any climbing equipment whatsoever!_

* * *

_The memory skipped to a fight he'd gotten into with Flash Thompson when he'd come back to school. Flash had been taunting him as usual with the moniker of "Puny Parker," and Peter had, at that point, had more than enough. The next thing Flash knew, he'd been backed into a locker by the surprisingly strong grip of a coldly glaring Peter Parker._

"_Now who's puny?" Peter had sneered, satisfied at the flash of fear that he glimpsed in his longtime tormentor's eyes. Feeling that he'd taken Flash down a peg or two, Peter contemptuously dropped the bully to the ground and walked away._

* * *

_A new memory asserted itself, the memory of another encounter between Peter and Flash. "Hey, Parker," the jock had called out while Peter had his back turned, hunched over in sorrow._

"_What do you want now, Flash?" Peter interrogated in the low voice common to dangerous men trying to repress their violent impulses._

"_I'm sorry," he answered, with no trace of mocking in his voice, "about what happened to Gwen."_

_Peter's shoulders sagged. He'd wanted so badly to be angry at Flash, wanted so badly for him to just act like the jerk he always was so Peter had an excuse to take out his anger on him. Instead, though, his constant tormentor had opted to show him sympathy, which just made the bereaved young vigilante feel even worse._

"_So am I, Eugene," Peter murmured. "So am I . . ."_

* * *

_The memory skipped backward, to the final confrontation between Spider-Man and the Green Goblin, the Goblin dangling Gwen Stacy off the Brooklyn Bridge. "I wouldn't dare if I were you, Spider-Man," the Goblin taunted, his lurid smile showing through the twisted green mask that concealed his face. "She might die from the shock . . . or worse." He then laughed, as though he'd made a joke and he was the only one who understood why it was funny._

"_Let her go, Osborn," Spider-Man snarled. "You wanted this fight with me, you have one! Leave her the hell out of this!"_

"_But she's in it already, thanks to you," the Goblin rejoined, before he took on a perversely conversational tone. "Poor dear, I wonder how she'll feel about seeing her father again so soon. Children shouldn't be apart from their parents too long. Bad things happen."_

"_I said let her go, damn you!" Spider-Man screamed, lunging at the Green Goblin. The maniac, garbed in what looked like a tattered purple tunic and hood over an armored green bodysuit and goblin mask, laughed in his face as he sidestepped Spider-Man's charge. In the process, he had "carelessly" lost his grip on Gwen, and it was her waking scream that drew her erstwhile lover's attention. "NOOO!"_

_Immediately, he'd thrown himself over the edge of the bridge, trying to catch Gwen before she could hit the water and then fire a web to save them both. As he plummeted closer to her, he could almost swear he saw his reflection in her ice blue eyes . . . and that was the last time he ever saw them open. He'd caught her, both with his body and with his webbing . . . but she had gone near-totally motionless, and her eyes were closed._

"_Gwen? Gwen?" Spider-Man gently shook her. "Gwen. Gwen! Gwen! Wake up! Please, wake up! It's me! It's Peter! I saved you! Gwen, talk to me, please!" His cries and pleas grew more frantic as they went on, but nothing persuaded Gwen to wake up . . . nothing . . . and the Green Goblin was taking off on his bat-shaped sky-glider._

_When Spider-Man carried Gwen's unconscious frame to the NYPD, he had not quite expected the reaction he'd gotten, namely Captain Jeanne DeWolff pointing her gun at him. "What did you do to her?" she asked, her eyes alight with fury._

"_I . . . I tried . . . I tried to save her . . ." Spider-Man stammered out helplessly, guilt lacing every word. Luckily, an ambulance had been there on standby and Gwen was shortly taken off his hands to be loaded into said ambulance on a stretcher. "Gwen . . ." He tried to go over to her only for the safety on DeWolff's gun to be clicked off._

"_That's as far as you go," she snarled. "Captain Stacy believed in you. He thought you were one of the good guys. Guess he was wrong."_

_The words had reverberated in Spider-Man's ears and mind, and the pain of his losses was now too much for him. Without thinking, he ran past her, past the other cops, so fast that none of them could properly track his movements, not even with high-speed targeting scopes. As soon as he'd gotten enough distance, he leaped into the air and fired a web to swing away on, tears barely held back behind his mask._

"_I failed her, you know," Peter, the "real" Peter, stated bitterly. "Some hero I turned out to be. And I couldn't even avenge her. I couldn't even stop Norman Osborn . . . and he's more powerful than ever now."_

"_And she's not the only one you feel you've let down," Xavier's astral avatar deduced._

* * *

_That brought back another memory, a memory of the first tragedy incurred because of Spider-Man. That memory was of an exhibition match between "The Tombstone," an MMA champion, and any and all challengers that thought they could last a simple five minutes with him in the Decagon. The lucky winner, insofar as just surviving five whole minutes with the reigning Unchained Fighting champion, would earn three thousand dollars as the prize for such tenacity. So far, nobody had lasted even three minutes, and many had needed to be taken out on stretchers. Then along came a spider . . . a Spider-__**Man,**__ to be precise._

_With superior reflexes, agility, and strength on top of an eerie sixth sense seemingly attuned to danger, Peter Parker had trounced The Tombstone in just short of 2 minutes and 30 seconds. As the masked mystery man dubbed Spider-Man, he emerged victorious from the decagonal cage, to the cheers of a surprised yet thrilled audience._

_However, things had not gone according to plan. The fight promoter had had no intention of actually paying out the three thousand dollars, as he'd never expected anyone to actually last the required five minutes, let alone beat the champion in half that time. Outraged at the scam, Spider-Man had stormed out of the arena, pretending to be completely oblivious to the robber that had slipped in to take the money. He could have easily stopped him, but he hadn't cared to._

"_I'm not the hero here. And there's nobody innocent to save."_

* * *

_But someone innocent had died, someone who'd just happened to be driving around looking for his nephew when some thug had jacked him for his car and left him to bleed out from the gunshot wound when the aging man had tried to resist. That man's nephew, a young man named Peter Parker, had found him being carried away in an ambulance, but the elder man's prospects of survival were very slim. That thought had stayed firmly in Peter's mind as he changed into his fighting clothes, the red-and-blue spider-costume he'd designed as his disguise, and swung after the robber taking off in his uncle's car. Putting his recently built web-shooters to the field test, Spider-Man had quickly caught up to and overwhelmed the robber, forcing him to ditch the car and run for cover . . . but there was nowhere he could run from Spider-Man, and he was going to get what was coming to him._

_Then he saw the truth, the carjacker he had been pursuing . . . was the same man he'd let slip by him back at the arena out of petty vindictiveness. Was three thousand dollars really worth losing his Uncle Ben over? Was it?_

_The carjacker wasn't dead, though. He'd been sorely tempted, but it wouldn't have made up for the real villain in this – him. He, a selfish brat who had let his thwarted greed get the better of everything Ben Parker had ever taught him, and now Ben, the man who had been a father to him for most of his life, was going to die . . . and it was all because of him. Peter Parker, the not-so-amazing Spider-Man, was the real reason a tough yet sweet lady named May Parker would be a widow. . . ._

* * *

"_Is that what you really think?" Xavier's avatar asked Peter's avatar. "Even today, do you really believe it is because of you that Benjamin Parker is dead?"_

"_Yes!" Peter snapped. "I could have used this power to protect people from the start! Instead I wasted it on trying to profit myself, and he died because of it, because of me!"_

"_Do you believe Gwen Stacy died because of you? Do you think Captain George Stacy died because of you?"_

"_They wouldn't have died if I'd been better!" Peter yelled. "Captain Stacy believed in me, and when he was counting on me the most, I couldn't save him! Those bastards in the Six got to him first, using the Chameleon to take advantage of the trust he had in me!"_

"_Captain Stacy died saving as many lives as he could, like everyone in his profession is duty-bound to do," Xavier replied sagely._

"_It wasn't any duty of Gwen's to die for me! Or anyone else! And she'll never wake up again because she loved me! And because Osborn knew she loved me, just like he knew I was Spider-Man! Don't you get it, Xavier? I'm poison! Everything I touch turns to crap!"_

"_Is that why you cut yourself off from everyone at your old school? Is that why you drove yourself so desperately to self-destruction? Why you are still driving yourself so far, even now?"_

"_Yes!"_

"_Then why haven't you woken up yet?"_

_Peter glared at him, before his expression sagged into one of soul-deep weariness. "I'm tired . . . tired of fighting Osborn, tired of fighting Jameson, tired of fighting the NYPD, tired of fighting the world. They want Spider-Man gone that badly . . . ?"_

"_So are you giving up? While that man is still out there, plotting and scheming to brutalize more innocents in the name of his selfish bids for power? Because if you are, you will betray everything your Uncle ever taught you about power and responsibility. You and I both bear heavy crosses, Spider-Man. All of the X-Men do, but the moment we give up hope that our actions will accomplish more good in the long term than we can see now is the moment our defeat truly is at hand. Do you want to be defeated by Norman Osborn, Peter Parker? Do you?"_

_A whisper of cold determination issued from Peter's lips. "No."_

"_Then wake up, and when you do, be assured that you are amongst friends, people who care for you and want to help you in any way they can," Xavier responded. "Now come along, Peter. There is still much for you to do."_

* * *

When Peter Parker opened his eyes, he was vaguely shocked to see the X-Men gathered around him, all looking like they were about to breathe sighs of visible relief . . . except for the more stoic ones, of course. To his surprise, Jubilee lunged at him for a hug, practically tackling him on the medical cot where he currently lay.

"Hey, what's the occasion, fireworks?" Peter inquired in puzzlement.

Jubilee pulled back and punched him in the shoulder. "You scared us, you dope!" she yelled at him.

"Sure did, man," Bobby agreed. "Even Ray was worried about you, and after that little tête-à-tête between you two back at school, it's a lot coming from him." His breezy expression of concern and relief lit up with mischief as he took notice of how close Jubilee and Peter still were.

It was Tabitha who spoke first. "Shutterbug and firefly – a match made in Mutant Heaven!" she quipped. "So, when are you two tying the knot?"

"Tabby!" Jubilee protested.

"It's too early for them to be thinking about things like that," Amara remarked in their defense.

* * *

Meanwhile, a certain impetuous duplicator named Jamie Madrox had found a certain darkly clad girl glowering just outside while popping her claws in and out for "therapeutic reasons." His expression turned bright with friendly yet somewhat mischievous curiosity. "Hey, Laura, why aren't you in there with everybody else? You were worried for him, too, weren't you?"

Laura retracted her claws. "It makes no difference."

"It kinda would," Jamie replied innocently. "Pete probably thinks you hate him, and he's got his problems, but he seems kinda nice when he's not flipping out and all. Might be good for you two to get to know each other . . . or do you like that Cable guy from the future better?"

Laura scowled at him, refusing to dignify his words with a response. "It makes no difference," she repeated, but more insistently and with a foreboding growl in her tone.

Jamie suddenly started giggling. "I get it. I've seen this kind of thing before. It's kind of a fetish with Japanese, at least going by all those anime. You are _such_ a tsundere for him."

His laughing eyes made Laura want to poke them out with her claws. She conveyed that bloody sentiment in the form of the coldest hunter-green glare she could muster in his direction. Jamie yelped in panic and started running, so desperate to get away from her that he quite literally tripped over himself, having not yet mastered his replication abilities. Said replicas also started running, ultimately absorbing each other back into one panicked teenager that kept on running, much to Laura's brief satisfaction.

_He doesn't even know what he's talking about,_ she silently scoffed. _Peter is merely a dangerous variable, nothing more._ Then it hit her like one of Kimura's punches._ Why did I call him Peter?_

The End . . . of the Beginning

* * *

Endnotes: Considering that this is Chapter 10 of the story if you don't count what is now the prologue chapter, I figured now would be a good point at which to cut off. I'm definitely not finished yet with this story, and there has been some progress made. The Phoenix Force has finally manifested itself, driven in part by Cable copying Rachel's powers and Meteorite attempting to absorb the energy he gave off for her own enhancement. Spider-Man is on the road to recovery from his ordeals thanks to Xavier's help . . . or so it seems.

Will Colonel John Jameson become aware of what he's truly signed up for? Will the confrontation with Rogue make the Thunderbolts' clash with the X-Men more personal for Meteorite? Who and what is Arachne, and how will the revelation of her true identity impact the X-Men and Spider-Man? Speaking of mysteries, who is the woman X23 remembered as "Kimura" and will her presence manifest as a tangible threat to the X-Men? And what of Peter's old "friend" Emmy Brock; has she emerged safe and sound from the catastrophe of the battle between the Acolytes and the X-Men, and if so . . . will she remain a friend or become a threat?

For the answers to those questions and others, face forward for the next arc in this spectacular adventure, true believers! Excelsior!


	12. Chapter 11: Learn the Hard Way

X-Men/Spider-Man:

"Tangled Up In Evolution"

Chapter 11: "Learn the Hard Way"

Disclaimer: X-Men: Evolution and other X-Men incarnations belong to Marvel Comics, Marvel Studios, Film Roman, and 20th Century Fox. Spider-Man in all of his incarnations belongs to Marvel Comics along with Marvel Studios, Film Roman, and Sony/Columbia Pictures. All related characters belong to Marvel Comics and Marvel Studios, and I make no money whatsoever nor receive any other compensation for writing this story. This is merely for my personal amusement and that of my readership, to which I am deeply apologetic for taking a year to put out a new chapter.

Author's note: Like I said in my disclaimer, I am deeply sorry for taking this long to put out a new chapter. A lot has happened to me, and it has taken some time for me to regain my bearings. Sometimes, I feel I am too ambitious for my own good with these stories, but I would rather not let any of you down, so I am going to soldier through and keep writing to the best of my ability. I only hope that the best of my ability will prove sufficient for you to be entertained.

As for the actual story, when last we left off, Peter Parker had fallen into the care of the X-Men after being psychically tortured by Lady Mastermind. Wolverine had become a member of Magneto's Acolytes due to Magneto using the Stepford Cuckoos to restore his pre-Weapon X memories but suppress his memories of being an X-Man. An old friend of Peter's by the name of Emmy Brock had returned to his life, only to hint at an unsettling obsession that would brook rivals for his attention. Norman Osborn had recruited a new leader for his Thunderbolts, Colonel John Jameson, who believed he was serving his country instead of the ambitions of a madman. The power of the Phoenix had finally manifested, but as a dark omen of future disaster and tragedy, the same that had led to the future from whence the time-traveling future son of Cyclops had come to prevent. All of these threads seem to be intertwining, but what tapestry will they weave, and will it lead to salvation . . . or destruction? Find out, as the story resumes.

* * *

Two months had passed since the confrontation between the X-Men and the Thunderbolts. In those two months, the "Phoenix display," captured on cell phone video, had been aired and re-aired all over local and national news media, accentuated by fearful and certainly demagogic rants from commentators about the possibility of a "new mutant threat." In those same two months, the X-Men had reluctantly learned to cope with Wolverine's absence and current misguided allegiance to Magneto. Presently, they had a new class of students to deal with.

They were a group of seven teens, four male and three female. One of the girls was a dusky brunette with an imperious bearing, Monet St. Croix of a very wealthy Moroccan family that had built its wealth from shipping and trade. Her mutant powers lay mainly in her enhanced physical abilities – speed, strength, agility, stamina, toughness – but her mental abilities were nothing to scoff at, either. Her intelligence could rival someone like Tony Stark or Reed Richards or even Hank McCoy, and she also possessed high telepathic potential. All of that simply served to make her arrogant, even more so than Amara had been when she first came to the Xavier Institute.

Another of the girls was Cessily Kincaid, a cheerleader at her old school until her mutation had turned her into liquid mercury shaped like a beautiful high school girl. The one thing she'd retained of her old identity had been her lustrous red hair, which gleamed metallically in her current form. She had immediately been cast down from her former height, scorned as a horrible freak and monster, which had left her nearly suicidal with depression. When she came to the Xavier Institute, she immediately found a friend in Kurt, who'd taken to not using his holographic watch when inside the Xavier Institute and who could empathize with her struggle over her appearance.

The third girl was none other than Illyana Rasputin, younger sister to Colossus. She had once been the reason that Colossus reluctantly served Magneto before joining the X-Men, and now she was a willful teenage girl with mutant talents of her own. Specifically, she had the ability to create "stepping portals" that would carry her to any location she desired and could clearly picture in her mind's eye. As the adult – and teenage – X-Men had found, she was quite more than a handful, in more ways than one.

Of the four boys, the one that stood out most was Josh Foley, whose mutation gave him the ability to manipulate another's biology in any manner he chose. He could even do it to himself, which was how his skin had turned a shining golden color along with his hair, making him like a living, flesh-and-blood Midas statue. Frankly, he'd done it purely for attention, and he'd thought being a mutant would make him look like a "cool badass" that all the girls would fall for. Sadly, he'd nearly been killed because of the sheer antipathy toward mutants in his home town, necessitating that he come to the Xavier Institute.

Another of the boys also stood out, but for drastically antithetical reasons. His name was Kevin Ford, and he had the power to cause any organic material he touched to instantly decay, which meant he couldn't own a pet or touch another person since he would end up killing them. For that reason, he covered up nearly every part of his body that he could, wearing a black coat with a high collar that hid the lower half of his face, black gloves, long-sleeved black shirts, and heavy black boots – which all went well with his black hair and dark gray eyes. The closest person to him was Rogue, who also couldn't touch anyone without her mutation hurting or even killing them and who had made it her mission to reach out to him.

The third boy was a young African-American man named Everett Thomas, whose powers had only manifested in relation to another mutant, since his power was to emulate other mutant genomes. It was bad luck that the mutant he'd emulated was a living detonator – which had gotten a good chunk blasted out of his own school. A lynch mob had almost instantaneously formed to seek his head, which had forced his parents to contact Charles Xavier for his protection. During their congress, Xavier had learned through Everett using telepathy on _him_ when his mutation had initially manifested as an explosion that Everett's true power was to mimic other mutant powers. Not that it had stopped the anti-mutant lynch mobs, which had forced Xavier to take Everett back with him to the Xavier Institute, where there would be greater protection for him.

The fourth was Doug Ramsey, whom Kitty had befriended in Bayville High's computer elective. As it turned out, Doug had a rather low-key mutant power, the ability to decipher any and all languages or other forms of communication. He hadn't been noticed before because this ability had simply made him look incredibly smart to any regular observer who didn't have a Cerebro or any other method of detecting mutants. Physically, he was a nondescript blond who wouldn't have been much different from most boys his age, barring his mutation.

The seven of them together comprised the new class at the Xavier Institute, nicknamed "Generation X" by Bobby Drake, and they might have been even more of a handful than the initial new recruits had been. At present, they were in the middle of a training exercise in the Danger Room, testing their ability to work as a team. The simulation was a battle against Magneto's current set of Acolytes – Sabretooth, Lady Deathstrike, Gambit, Pyro, and Deadpool.

Sabretooth charged at the group, only for Monet to jump high and out of his reach before flipping in midair and contorting into a drop kick to his back, sending him flying toward Cessily. "Cessily, get him!" she shouted.

Cessily formed her arm into a hammer and swung it at Sabretooth, hitting him hard enough to send him flying in another direction. "Your turn, Illyana!"

Illyana was about to create a stepping portal to send Sabretooth through, but she was attacked by a sword-swinging Deadpool. "Might as well use this on you," she muttered in a noticeable though melodic Russian accent as she used her stepping portal to dodge Deadpool's swords. The portal reopened above Gambit, who threw a barrage of explosively charged cards at Everett and Kevin, only for Illyana to literally drop in on him from that portal. "Falling for you, I suppose," she whispered coquettishly in Gambit's ear before bisecting him with a stepping portal, which merely made him vanish, being a hologram and all.

"What the hell was that?" Cessily shouted, clearly horrified.

"Getting business done," Illyana replied nonchalantly. Just then, the simulation dissolved, leaving behind barren gunmetal walls.

"Illyana, you're reporting to me," Cyclops declared from the control room, which merely got him a smirk from Illyana.

"I don't even know why you're looking forward to reporting to him," Kevin grumbled. "He's not the kind of guy who tolerates screw-ups, and this was sure as hell a screw-up."

Doug bit his tongue. He knew why Illyana was looking forward to her "report"; it was all over her body language. He did not envy Cyclops, but he was impressed with the self-control it took for him to resist her head games. Then again, one built up impressive levels of control and discipline when one's very power was destruction incarnate.

Monet did not bite her tongue. "What do you think, Douglas? The little trollop fancies she can sway Cyclops's eye."

"Pompous princess," Illyana retorted tartly, and with that, she went to report to Cyclops.

"That was unacceptable, Illyana," Cyclops stated inside the den of the X-Mansion. "I thought we made it clear to you that we don't kill our enemies."

"It was a simulation," Illyana responded. "Not the real thing."

"This isn't a game, Illyana," Cyclops stated. "This is preparation for real combat –"

"If we're preparing for real combat, how come we can't kill them?" Illyana interrupted.

"Because the X-Men don't kill," Cyclops declared. "We are here to save and protect lives, not end them, no matter whose lives they are."

"And what good's that going to accomplish?" Illyana retorted. "Our enemies aren't the kind to hold back. Why should we?"

"Because our respect for life is what makes us different from them," Cyclops answered. "We have to show the world that not all mutants are like Magneto and his team, that we can use our powers to protect instead of to kill and destroy."

"Destroy," Illyana repeated slowly. "You have a lot of problems with that, don't you, Cyclops? Every time you open your eyes, you have to do so behind those glasses, or else you'll destroy everything you see, even that Jean Grey. Are you scared of being treated just like one of those mutants you talked about, the ones who destroy everything in their path?"

Cyclops gritted his teeth. "I am not in the mood for games, Illyana, and I already have a punishment in mind for you."

Illyana smirked. "Ooh, what kind?"

Cyclops glared, his visor beginning to distinctly glow with his irritation. "Your morning drills are going to start half an hour earlier than the others' and I'll be pushing them up a level or two. Then you'll repeat them in the afternoons after you come back from school, and one more time in the evenings following dinner. And that's how it's going to be for the next thirty days. You'll only use your powers during your training and other than that, no stepping _anywhere,_ am I clear? I'll know if you do."

"Crystal, Cyclops," Illyana replied. "Crystal." She chuckled. "Control's a thing with you, isn't it? Ever wonder the real reason you're scared of losing it?"

Cyclops still glared, his visor glowing even more. "We're done here. You can go back to your room."

Illyana sighed and turned around to walk out of the den. Before she left, she turned back to Cyclops with a sickly sweet smile. "Because you're scared you'll _like_ it." And with that, she was out, leaving the leader of the X-Men alone with his grim thoughts before he decided he had a visit to make.

* * *

That visit turned out to be to none other than Cable, otherwise known as Dean Charles Summers, his son from a nightmarish hell of a future. His son, who had been raised as a soldier, to fight and die for the cause of mutant liberation from a regime that had used the actions of a superhero gone rogue and an X-Man who had fatally lost control of her power to justify the mass detention and extermination of mutants. His son, who had grown up believing that he meant nothing but another soldier to his father's cause, his father who desperately pined after the love of a long-dead woman.

Cyclops had swapped out his visor for his sunglasses, both made of the ruby quartz mineral that could stop even his uncontrollable blasts. As Scott Summers, he looked sadly upon the slumbering frame of his own son, his own son who had only woken up in fits and starts over the last two months before retreating once again into whatever dream world had claimed him for its own.

"Hey," he said, attempting to converse despite the futility of it. "When are you going to wake up, sleepyhead? Didn't you have some kind of mission from the future to save us all? Or are you just shirking so you don't have to talk to me?"

Scott winced. "Bad joke, I know. Really bad joke. Did I ever talk to you before, in your time? Father to son? Like the Professor and I would have?" He got no answer, as he had sadly anticipated. "Guess we didn't, did we?"

He let out a rueful sigh. "I was a really horrible father, wasn't I? Damn it. I always thought . . . when Jean and I had kids, that I'd be the best damn father I could be. Show my kids right from wrong, teach them not to be afraid of themselves or afraid of the world just because they were different from other people . . . send them out when they were ready to show the world that mutants could be just as loving, just as courageous and noble and faithful as anybody else . . . And look what I've done to you."

"You know he's not awake to hear your apologizing for something you haven't gotten around to doing yet," he heard Rachel Hope Summers, nee Morgan comment snidely. Scott turned to see the girl herself, standing by the wall in a skintight green suit with a yellow V across her chest and a yellow sash fastened around her hips by an X-badge. Also accenting the suit were dull yellow combat boots going halfway up her legs and dull yellow gloves with armored cuffs over her wrists.

"Rachel," Scott greeted the other time-traveler. It was still a shock to him, just how much she resembled Jean. They could have been twin sisters, and were it not for the bob she wore her hair in, he wouldn't have been able to tell Rachel apart from Jean. Reincarnation was a funny thing, he supposed, and that she carried inside her the same Phoenix power that Cable's memories had told him Jean would be destroyed by . . . that made him nervous.

Rachel chuckled. "It's funny, you know. He's finally gotten what he's always wanted, and he's not even awake for it."

"Me to be there for him like a father should be for his son," Scott filled in morosely. "Where did I go wrong?"

"You and Jean had something very special, I can tell," Rachel replied. "Just . . . don't lose yourself in the pain of being without her. That's where you failed."

"If Cable's right and we manage to fix all this, get things straightened out so what happens in the future doesn't happen . . ." Scott started to say before trailing off as the possibilities occurred to him.

"You're wondering if it won't wipe him out of ever existing," Rachel filled in. "The temporal paradox; how can someone from a future that was averted still exist if the future he was born into never happens? You won't be getting answers from me, Slim; I hardly understand the physics of it myself."

"So all we can do is hope?" Scott wondered.

"My middle name," Rachel joked. "But yeah, hope's a good thing right now. We'll need every ounce of it."

* * *

In greater Manhattan, a figure crouched on top of an old skyscraper, nearly indistinguishable from the gargoyles surrounding him. It was a stormy night, and a flash of lightning illuminated the figure, revealing him to be Spider-Man, but in a slightly different costume. The colors were still red and blue, but there were subtle differences, like the arm stripes that extended from his shoulders stopping at his elbow pads. Beneath said elbow pads, the lower ends of his suit sleeves were a web-patterned red with hidden zippers that kept said sleeves tight on his arms, while blue gloves with red fingers and rectangular red pads on the backs covered his hands.

The red stripe that tapered from his shoulders did not end at a belt but rather in an arrow point where his belt would have been. In place of said belt was a simple red stripe that stopped short of either end of the arrow point that the stripe that took up much of his otherwise blue torso terminated in. Like with his standard suit, the red parts of the costume were covered in black patterning that resembled a spider's web, with a black spider emblem resting on his chest like a spider in the center of its web. Unlike the standard suit, the spider on his chest was much larger, large enough that the four legs pointing down extended nearly all the way down his torso stripe.

Underneath where his belt should have been, Spider-Man concealed a storage belt for his extra web cartridges. The center of that belt contained a small but powerful flashlight that would project the image of a spider in a web whenever he wanted to frighten some criminals with his presence. With the exception of guard pads for his knees, the lower half of his costume was completely unchanged.

For all that it was a dark and stormy night, it seemed oddly peaceful in the city, if only because the storm kept most right-thinking people inside where they perceived they had far less chance of being struck by lightning. If only they knew that the chances of one being struck by lightning were even lower than the chances that one could actually win the lottery. Still, it gave him time to think to himself about how he had come to be in this position.

* * *

_After waking up to the relieved and concerned faces of the X-Men, Peter had gone to start fixing up his web-shooters. Magneto had broken them, and so he figured it was as good a time as any to upgrade, though he'd asked before going to use the X-Men's lab. Xavier had agreed, but sent Beast to keep a careful eye on him – which was actually less out of concern for what Peter might find and more to introduce Hank to another young scientific talent._

_Beast had watched with fascination as Peter rebuilt his web-shooters, modifying them to be revolving cartridges on a bracelet. Instead of having to refill every time one cartridge ran out, the new setup would just rotate out the empty cartridge for a fresh one, good for about seven more uses before he'd have to completely reload. He'd had an easier time making web-fluid, at least with the superior resources the X-Men's lab had compared to a high school chemistry lab._

"_My word . . ." Beast uttered as he watched Peter work. "Young man, did you do all of this on your own the first time?"_

"_Yeah," Peter replied. "And under my aunt and uncle's noses, too. I just told them I was doing an independent science project and they left me alone, since I was the kind of kid who'd dismantle his own laptop just to see if he could put it back together."_

_Beast chuckled. "You remind me of myself at your age."_

"_Only less hairy," Peter jibed amiably._

_Beast huffed just as amiably. "I was not always like this."_

"_Pretty sure you weren't," Peter responded as he put on his new web-shooters. "Now I just gotta see if it works." He tested the shooters, firing the webbing at varied pressures and getting equally varied output. He made web-lines, web-swings, web-nets, web-globs that splattered all over, and even filmy webbing that could have passed for dust until someone tried to wipe it off and got stuck to it. "Yeah, it works."_

"_Fascinating," Beast remarked. "When all you have is a hammer, I suppose . . ."_

"_Yeah," Peter assented with a chuckle._

"_Remind me to introduce you to a young man called Forge when the opportunity arises," Beast said. "I have the feeling the two of you would get along quite well."_

* * *

_Redesigning his costume had come next, with Peter using the old training uniforms from Xavier's first class as the base. With a little re-coloring, he had managed to create a functional new Spider-Man costume for himself. He'd even cut down the harness that had come with the uniform into a simple belt that he could conceal under his new costume to store his extra web cartridges._

"_Ladies and gentlemen, the new and improved Spider-Man . . ." Peter cockily announced himself to the X-Men as he dangled down from the ceiling on a web-line in his new costume._

"_Is that our old training uniform?" Storm inquired._

"_Yeah," Peter admitted. "You guys weren't using them anymore, so the Professor said it was ok for me to make it into a new costume."_

"_Seriously retro," Bobby commented._

"_Looks good on you," Jubilee complimented._

"_I'll say," Tabitha agreed._

"_You're using the uniform . . . wanna train like an X-Man?" Cyclops invited._

"_Why not?" Peter agreed. "You can take out what I owe you for that ass-kicking you got the first time we met."_

"_Oh, someone will be getting their ass kicked, all right," Rogue challenged._

* * *

_Thus, Spider-Man had entered the Danger Room with the senior X-Men – Cyclops, Jean Grey, Storm, Beast, Colossus, Psylocke, Rogue, Shadowcat, Nightcrawler, Iceman, and X23 – while Professor Xavier manned the control room. The X-Men had made sure to surround Spider-Man on all sides, prepared to test his strength and agility to their fullest extent._

"_Anytime you are," Spider-Man taunted, as he crouched in a fighting position._

"_Begin," Xavier ordered._

_Iceman started off by shooting a blast of cold energy at Spider-Man, which the web-slinger jumped over before shooting a web-line to swing on. Cyclops fired an optic blast at Spider-Man, managing to sever his web-line, only for Spider-Man to acrobatically tumble in midair and recover by firing another web-line to swing into a kick to Cyclops. Cyclops dropped to avoid Spider-Man's swing kick as Beast leaped to challenge Spider-Man, succeeding in knocking Spider-Man off his web-line. As they tumbled toward the ground, Spider-Man kicked Beast off him and somersaulted backward into a flying attack from Rogue, only for his spider-sense to warn him in time to twist so that her strike was more of a glancing hit._

_Spider-Man began to fall, only to fire another web-line to swing from. Unfortunately, X23 cut that web-line with a kick while her foot claw was extended. As they were in mid-fall, she contorted in such a way that she could grasp Spider-Man's head with her thighs and use their shared momentum to throw him to the ground. While she landed agilely on the ground, Spider-Man fell hard, only to recover with a backward ground tumble that brought him into a crouching position. He didn't have much time to rest, as Nightcrawler teleported into an attack on him, with Spider-Man relying on his spider-sense to dodge Nightcrawler's strikes._

_Spider-Man crouched on the wall, as Nightcrawler began to challenge him in a contest of acrobatics. Both of them maneuvered nimbly on the walls of the Danger Room, only for Spider-Man to gain the upper hand quite quickly. "Nightcrawler . . . meet wall-crawler," Spider-Man taunted as he did a forward spring on the wall to kick Nightcrawler off and toward the ground. His spider-sense went off again just in time to dodge a powerful gust of wind aimed at him by Storm. Alas, the wind picked him up just as he was sure he was out of harm's way and he began to tumble and spin uncontrollably in midair. Undeterred, he fired a web-line at the wall and used it to swing out of Storm's little cyclone before jumping over Colossus to kick her._

_Firing another web-line to swing from, Spider-Man ended up facing off against Psylocke, who had reached out of a shadow to attack him with a psi-dagger. His spider-sense helped him to evade, but that wasn't the end of it, as that psi-dagger extended into a psi-sword and sliced his web-line. As Spider-Man tumbled in midair, Psylocke dived after him, psi-sword extended from her arm, and Cyclops took aim, ready to fire. Alerted by his spider-sense, Spider-Man ensnared Psylocke with his webbing and threw her at Cyclops to throw him off-balance for fear of shooting his own teammate. Just then, Jean used her telekinesis to suspend him in midair._

"_All right, you got him!" Shadowcat cheered._

"_Not quite," Spider-Man retorted, and fired a web-glob at Jean, who had to redirect her telekinesis at stopping the glob, incidentally freeing the web-slinger from her grip. Landing agilely on the ground, he was attacked by Beast and Iceman, Iceman hurling ice blasts at Spider-Man while Beast went close-quarters against him. Between having to dodge Iceman's cold blasts and Beast's swinging fists, Spider-Man had his work cut out for him, pushing his agility to its limits. Then Nightcrawler teleported into the fray, his own agility and teleportation abilities adding even more challenge to the exercise for Spider-Man._

_Spider-Man attempted to get some distance so he could web up Iceman, but Nightcrawler interrupted him with a teleport and Spider-Man had to dodge him while webbing Iceman. Of course, that didn't work out very well due to Iceman freezing the web when it made contact with him. Beast and Colossus went on the offensive, their combined strength making dodging their blows absolutely imperative for Spider-Man. As he dodged, Psylocke and X23 teamed up for a joint attack on Spider-Man with Psylocke's psi-blade and X23's claws. He had to practically move in triple time – for him, anyway – just to avoid both of the deadly X-women's blades, not that they were going to make it easy on him._

_Spider-sense flaring again, Spider-Man barely managed to dodge Cyclops's optic blast before Rogue and Jean Grey were on him with aerial assaults. Going on the offensive, he shot a web at Rogue and used it to slingshot them into a flying kick from him and then use the kick to bounce off her and web Jean, who blocked it with a telekinetic shield and then redirected it at Spider-Man. The web-slinger fired another web at the ceiling to dodge and then flip into a kick that Jean blocked with another telekinetic shield. Undeterred, Spider-Man bounced off from the shield and contorted into a kick to Nightcrawler, who had just teleported into an attack on the seemingly distracted wall-crawler._

_Bouncing off Nightcrawler, Spider-Man was tackled by a phasing Shadowcat, just startled enough by the sight of her emerging from the wall that it had cut down his reaction time. Reacting fast enough, Spider-Man twisted around to throw her at a safety web he'd whipped up and then used another web to zip at X23 for a kick, only for her to cut his web and nearly him in one motion. He rolled in midair to hit the ground and spring up into an attack on Cyclops, who was about to shoot him again. Ducking under Cyclops's blast, Spider-Man sprung into an uppercut that got him in the chin and sent him flying up, only for Spider-Man to jump up and punch him down to the ground._

_Recovering quickly, Cyclops landed to cushion his fall and rolled up on his guard for Spider-Man's knee strike. He tilted out of Spider-Man's way and shot him down with an optic blast while Spider-Man was off-balance from his failed knee strike. Spider-Man tumbled to his feet as well, just in time to have those feet frozen in place by Iceman, who now circled him on an ice slide._

"_Nice move, huh?" Iceman taunted. "Got you good, web-for-brains."_

"_Yeah, like I haven't heard that one before," Spider-Man groaned. "But you're forgetting something, Ice Cube."_

"_And what's that?" Iceman asked._

_Spider-Man demonstrated by punching the ice encasing his feet so hard it shattered. "Proportional strength of a spider!" He swung up on a web and used it to kick holes into the underside of Iceman's slide, destabilizing it enough to make it collapse and sending Iceman tumbling to the ground. Iceman was about to create an ice cushion to catch his fall, only for Spider-Man to fire a web underneath him to catch him in mid-fall. Having saved Iceman, he was just in time to be ambushed by a dive-bombing Rogue and a charging Colossus. He managed to dodge Colossus, but not Rogue, although he managed to grab her by the arm and throw her at Colossus, who caught her._

"_You may stop now," Xavier ordered over the intercom. "I've seen all I need to see."_

* * *

_And that was how I avoided getting my ass kicked by the X-Men,_ Spider-Man thought to himself back in the present. _All the same, we started getting along much better after that. Xavier helped me through the worst bits and I'm thankful for that. I can see why the younger X-Men look to him like a father, Cyclops in particular._

The thought of fathers brought Spider-Man to a certain time-traveler whom he was sure didn't like him very much. _Cyclops's son from the future, a not-very-good future, it seems, or he wouldn't be here trying to change it. Funny enough, guy's in a coma right now, though he didn't seem to like being near me that much if his evil eye was anything to go by. Wonder what I did to piss him off . . . or will do, technically speaking._

_And Laura . . . finding the closest thing to a father she has on Magneto's side, that's gotta be rough on her, and after seeing him die the way he did. Been there before._

Another flash of lightning, and Spider-Man had gone web-slinging, hoping to get the issues of his role in Cable's future and X23's pained hunter-green stare out of his mind until he had some way of dealing with them. He'd talked to Kitty and Jubilee, and he'd found out from them that the Xavier Institute had new students, who were proving to be as much a handful as Jubilee's class had been when they came into the institute. From the sound of that, he wasn't sure he was looking forward to them joining the student body of Bayville High; he was still wondering how a gentle giant like Colossus got a she-devil like Illyana Rasputin for a little sister, and for some reason, he was imagining a girl with large devil horns, a spade-tipped tail, and goat hooves.

_Whoa, where did that come from?_ Spider-Man wondered as he kept up his swinging through the rain.

* * *

Inside the Acolytes' headquarters, Magneto was receiving a report from the Stepford Cuckoos, a report that troubled him greatly. "James is building resistance to our treatments," the "head" of the Three-In-One, Celeste, stated. "His mind is interpreting our modifications as damage and is trying to heal itself."

"He has become much more hostile towards Sabretooth," Phoebe added. "We believe it is because he is starting to remember the true nature of their relationship."

"You mean why it devolved into such bitter enmity," was Magneto's deduction.

"Yes," Irma confirmed. "And he has also become more hostile toward Deadpool."

"He is actually exhibiting the same levels of hostility towards Wade Wilson," Celeste corrected. "Wilson's behaviors cause aggravation in most that spend sufficient time with him. Wolverine is little different."

Magneto pondered. "How is he reacting to Lady Deathstrike?"

"He still remembers her as the woman he loved," Phoebe replied. "His hostility abates when he is near her, but with his subconscious resisting our treatments, that may not hold for much longer."

"Then intensify them," Magneto ordered. "I will not lose Wolverine so easily."

"As you wish," the Stepford Cuckoos replied as one before departing Magneto's chambers, leaving the Master of Magnetism alone with his ponderings. Contingency plans would have to be made, if Wolverine could no longer be controlled by his altered memories. Fortunately, he was the worst kind of foe Wolverine could face, should he choose to lash out against him. Magneto could afford to make his plans and wait for things to run their course; in the meantime, he would have to make sure no more abominations like that Omega Sentinel were built to hunt his kind.

* * *

Inside the foreboding spire known as Lightning Tower, a man named Norman Osborn pored over the readouts from the latest tests on his Black Widow, otherwise known as Arachne. The suit he'd had made for her was doing its job in holding back further cellular deterioration, but it was far from a permanent solution. He needed X23's body for that, and those damnable X-Men were keeping him from getting to her. It didn't help that rather than giving him the freedom to do as he needed, the Thunderbolts' heroic representation instead forced them to act within certain legal restraints, restraints he'd have no problem utterly disregarding were it not for the increased scrutiny afforded by said heroic representation.

Also not helping was that damnable Moonstone. He could tell the meteorite-empowered witch was scheming against him, undermining him wherever and whenever she felt she could get away with it. _The bitch thinks she's so clever, that she can pull the wool over Norman Osborn's eyes . . ._ his inner voice snarled contemptuously. _As soon as she stops being useful, she'll learn the hard way that no one fools Norman Osborn – no one._

"Mr. Osborn," Victoria Hand called out to him, interrupting his dark contemplations.

"Yes, Ms. Hand?" Osborn responded as evenly as he could make himself sound.

"Supplanting the Avengers Initiative has proven harder than we first thought," Hand stated. "Fury has become aware that Justice Like Lightning was created to undermine him. He is not yet aware of who within S.H.I.E.L.D. is helping you, but it may not take long for him to deduce the truth."

"Is this the part where you ask me to show some discretion?" Osborn mocked. "The part where we justify the Thunderbolts' existence with some random good works?"

"The latter would buy us some latitude in our dealings," Hand replied. "Were the Thunderbolts to go up against a sufficient threat, one that the Avengers themselves would find hard to deal with, and triumph against it . . ."

"We would be hailed as the heroes of the people," Osborn finished. "Doing what the Avengers cannot. We would have their allegiance, and the favorable coverage would make it hard for anyone to speak out against us without looking foolish, mad, or corrupt."

"One way of looking at it, yes," Hand conceded. "Although where would such a threat come from?"

Osborn smiled slowly. "In this city, it's only a matter of time before some megalomaniac or group of megalomaniacs makes their move."

"On that much, you're right," Hand admitted, only to be interrupted by the ringing of Osborn's videophone. Osborn answered, and an image of Lucia Von Bardas projected itself onto the screen.

"Von Bardas," he acknowledged. "How is Arachne?"

"Adjusting well to the suit," she replied. "Her condition is not stable, but she will last longer than she would have without it."

"Have you been able to contact HYDRA about acquiring X23's tissue samples?" Osborn inquired, causing Hand's eyes to subtly widen.

"The samples were destroyed during X23's raids upon HYDRA bases prior to joining the X-Men," Von Bardas admitted. "The raw material is no longer available except if directly harvested from her."

Osborn gritted his teeth in anger and adjusted his tie. "What else do you have to inform me of?"

"John Jameson is taking well to the suit," Von Bardas replied.

"What about the suit's OZ delivery system?" Osborn prompted.

"He has thus far maintained perfect mental equilibrium," Von Bardas answered. "His mind is sharper, his physical and mental responses are quicker, but he is still within average psychological parameters."

Were it not for his enhanced senses, Osborn wouldn't have caught Hand muttering, "That's a relief." He decided to file it away for later; if she was starting to think of turning on him, he'd deal with her quickly, just like he would with Karla Sofen. In fact, he was already thinking of something that would net his Thunderbolts near-impeccable esteem _and_ get him closer to his true objectives in the process. All he had to do . . . was dial a few numbers, get in touch with the right people, and set up a time and place. Then they would all get what they deserved – especially the webbed brat who dared call himself "Spider_-Man_" when he was little more than a callow child with no comprehension of the true meaning of power.

He couldn't help the slow, deadly smile that formed on his face, just as Victoria Hand couldn't help the chill that ran up her spine. _What have I gotten myself into?_ Hand thought. _What have I unleashed?_

* * *

Endnotes: There you have it, my return to "Tangled Up In Evolution." Sorry for taking so long with it, and I hope you'll not be too angry with me. In any case, I hope you Spider-Man fans reading this are looking forward to the new movie as much as I am. I also hope that despite your misgivings, you'll be willing to give Ultimate Spider-Man more of a chance; there _are_ some decent ideas buried in there, occasional glimmers of brilliance that may be lost in the shuffle of hyperactivity that the show seems to run on. I miss Spectacular Spider-Man as much as the next Spider-Man fan, but I'm willing to hold out hope that Ultimate Spider-Man will eventually capitalize more on those flashes of brilliance I spoke of earlier. As long as we're on the topic of Spider-Man, though, anybody up for seeing _The Amazing Spider-Man?_

Shilling aside, Spider-Man's new costume here was combined from the X-Men: First Class movie uniforms and Gerry Drew's Spider-Man costume in the MC2 Spider-Girl comics. The gears are still turning in this story, though, as Cyclops wrestles with his guilt over Cable's future past, Magneto and Norman Osborn are finding their carefully constructed manipulations falling apart over their heads and trying to compensate, and Spider-Man may be primed for serious tragedy in his future. Oh, and one of Osborn's co-conspirators is starting to get second thoughts, but will her newly active conscience be enough to save her or stop Osborn's deadly machinations? To see how it all turns out, hang on for the next chapter – and just so you know, our creativity should only be leashed by good taste and common decency, not by the attempts of self-appointed moral crusaders to whitewash online creative content "to protect the children" whose parents should have enough prudence to watch over their online activities in the first place!


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